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                                                                        EX-10.38

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

                                                            Warrant to Purchase
                                                               94,000 Shares of
                                                                   Common Stock
                                                            As Herein Described




                       WARRANT TO PURCHASE COMMON STOCK OF

                                 SRS LABS, INC.


            This is to certify that, for value received, R.G.A. & Associates,
Ltd., d/b/a ToteVision and VIP Labs(R), or registered assigns (in each case, the
"Holder"), is entitled to purchase, subject to the provisions of this Warrant
(the "Warrant"), from SRS Labs, Inc. (the "Company"), having its principal place
of business at 2909 Daimler Street, Santa Ana, California 92705, at any time
during the period from the date hereof (the "Commencement Date") to 5:00 p.m.,
California time, until December 31, 2001 (the "Expiration Date"), at which time
this Warrant shall expire and become void, Ninety-Four Thousand (94,000) shares
("Warrant Shares") of the Company's Common Stock (the "Common Stock"). This
Warrant shall be exercisable at $9.467 per share (the "Exercise Price"). The
number of shares of Common Stock to be received upon exercise of this Warrant
and the Exercise Price shall be adjusted from time to time as set forth below.
This Warrant also is subject to the following terms and conditions:

            1.    Exercise of Warrant.

                  1.1    This Warrant may be exercised in full at any time from
and after the date hereof and before the Expiration Date, but if such date is a
day on which federal or state chartered banking institutions located in the
State of California are authorized to close, then on the next succeeding day
which shall not be such a day. Exercise shall be by presentation and surrender
to the Company at its principal office, or at the office of any transfer agent
designated by the Company, of (i) this Warrant, (ii) the attached exercise form
properly executed, and (iii) a bank check for the Exercise Price for the number
of Warrant Shares specified in the exercise form. If this Warrant is exercised
in part only, the Company or its transfer agent shall, upon surrender of the
Warrant, execute and deliver a new Warrant evidencing the rights of the Holder
to purchase the remaining number of Warrant Shares purchasable hereunder. Upon
receipt by the Company of this Warrant in proper form for exercise, accompanied
by payment as aforesaid, the Holder shall be deemed to be the holder of record
of the Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such Warrant Shares shall not then be actually delivered by the
Holder.



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                  1.2    Exercise by Exchange.  In addition to and without
limiting the rights of the holder under the terms hereof, at the holder's option
this Warrant may be exercised during the term specified above by being exchanged
in whole or in part prior to its expiration for a number of shares of Common
Stock having an aggregate fair market value on the date of such exercise equal
to the difference between (x) the fair market value of the number of shares of
Common Stock subject to this Warrant designated as being exercised by the holder
hereof on the date of the exercise and (y) the aggregate Exercise Price for such
shares in effect at such times. The following diagram illustrates how many
shares would then be issued upon exercise pursuant to this Section 1.5:


      Let:           FMV    =  Fair market value per share at date of exercise.
                     PSP    =  Per share Exercise Price at date of exercise.
                     N      =  Number of shares desired to be exercised.
                     X      =  Number of shares issued after exercise.

      Therefore:     X      =  (FMV)(N)-(PSP)(N)
                              ------------------
                                     FMV

                 Upon any such exercise, the number of shares of Common Stock
purchasable upon exercise of this Warrant shall be reduced by such designated
number of shares of Common Stock and, if a balance of purchasable shares Common
Stock remains after such exercise, the Company shall execute and deliver to the
holder hereof a new warrant for such balance of shares of Common Stock.

                 No payment of any cash or other consideration to the Company
shall be required from the holder of this Warrant in connection with any
exercise of this Warrant by exchange pursuant to this Section 1.2 or otherwise.
Such exchange shall be effective upon the date of receipt by the Company of the
original Warrant surrendered for cancellation and a written request from the
holder hereof that the exchange pursuant to this section be made, or at such
later date as may be specified in such request. No fractional shares arising out
of the above formula for determining the number of shares issuable in such
exchange shall be issued, and the Company shall in lieu thereof make payment to
the holder hereof of cash in the amount of such fraction multiplied by the fair
market value of a share of Common Stock on the date of the exchange.

                 For the purposes of this Warrant, the "fair market value" of
any number of shares of Common Stock shall mean such number of shares multiplied
by the Market Price Per Share, as determined pursuant to Section 3 below.

                 Notwithstanding the foregoing, the holder of this Warrant shall
only be entitled to exercise this Warrant in the manner provided in this Section
1.2, an aggregate of four (4) times during the term specified herein.

             2.  Reservation of Shares. The Company shall, at all times until
the expiration of this Warrant, reserve for issuance and delivery upon exercise
of this Warrant the number of Warrant Shares which shall be required for
issuance and delivery upon exercise of this Warrant. The Company covenants that
the shares of Common Stock issuable on exercise of the Warrant shall be duly and
validly issued and fully paid and non-assessable and free of liens, charges and
all taxes


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with respect to the issue thereof, and that at such time as the Warrant Shares
may be sold, without registration, pursuant to the provisions of Rule 144 of the
Securities Act of 1933, as amended (the "Securities Act"), such shares shall be
listed on each national securities exchange and/or NASDAQ, if any, on which the
other shares of outstanding Common Stock of the Company are then listed.

            3.  Fractional Interests. The Company shall not issue any fractional
shares or scrip representing fractional shares upon the exercise or exchange of
this Warrant. With respect to any fraction of a share resulting from the
exercise or exchange hereof, the Company shall pay to the Holder an amount in
cash equal to such fraction multiplied by the current fair market value per
share of Common Stock (herein, the "Market Price Per Share"), determined as
follows:

                 3.1   If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such an exchange or is
listed on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), the current fair market value shall be the last reported sale
price of the Common Stock on such exchange or NASDAQ on three (3) trading days
prior to the date of exercise of this Warrant, or if no such sale is made on any
of those days, the mean of the closing bid and asked prices for such days on
such exchange or NASDAQ;

                 3.2   If the Common Stock is not so listed or admitted to
unlisted trading privileges or quoted on NASDAQ, the current fair market value
shall be the mean of the last bid and asked prices reported on the three trading
days prior to the date of the exercise of this Warrant (i) by NASDAQ, or (ii) if
reports are unavailable under clause (i) above, by the National Quotation Bureau
Incorporated; or

                 3.3 If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current fair market value shall be an amount, not less than book value,
determined in such reasonable manner as may be prescribed by the Company's Board
of Directors in good faith.

            4. No Rights as Stockholders. This Warrant shall not entitle the
Holder to any rights as a stockholder of the Company, either at law or in
equity. The rights of the Holder are limited to those expressed in this Warrant
and are not enforceable against the Company except to the extent set forth
herein.

            5.   Adjustments.

                 5.1 Subdivision or Combination of Shares. If the Company is
recapitalized through the subdivision or combination of its outstanding shares
of Common Stock into a larger or smaller number of shares, the number of Warrant
Shares shall be increased or reduced, as of the record date for such
recapitalization, in the same proportion as the increase or decrease in the
outstanding shares of Common Stock, and the Exercise Price shall be adjusted so
that the aggregate amount payable for the purchase of all of the Warrant Shares
issuable hereunder immediately after the record date for such recapitalization
shall equal the aggregate amount so payable immediately before such record date.



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                 5.2   Dividends in Common Stock or Securities Convertible into
Common Stock. If the Company declares a dividend or distribution on Common Stock
payable in Common Stock or securities convertible into Common Stock, the number
of shares of Common Stock for which this Warrant may be exercised shall be
increased, as of the record date for determining which holders of Common Stock
shall be entitled to receive such dividend, in proportion to the increase in the
number of outstanding shares (and shares of Common Stock issuable upon
conversion of all such securities convertible into Common Stock) of Common Stock
as a result of such dividend or distribution, and the Exercise Price shall be
adjusted so that the aggregate amount payable for the purchase of all the
Warrant Shares issuable hereunder immediately after the record date for such
dividend or distribution shall equal the aggregate amount so payable immediately
before such record date.

                 5.3   Distributions of Other Securities or Property.

                       (a) Other Securities. If the Company distributes to
holders of its Common Stock, other than as part of its dissolution or
liquidation or the winding up of its affairs, any of its securities (other than
Common Stock or securities convertible into Common Stock) or any evidence of
indebtedness, then in each case, the number of Warrant Shares thereafter
purchasable upon exercise of this Warrant shall be determined by multiplying the
number of Warrant Shares theretofore purchasable by a fraction, of which the
numerator shall be the then Market Price Per Share of Common Stock (as
determined pursuant to Section 3) on the record date mentioned below in this
Section 5.3(a), and of which the denominator shall be the then Market Price Per
Share of Common Stock on such record date, less the then fair value (as
determined by the Board of Directors of the Company in good faith) of the
portion of the shares of the Company's capital stock or evidences of
indebtedness distributable with respect to each share of Common Stock. Such
adjustment shall be made whenever any such distribution is made, and shall
become effective retroactively as of the record date for the determination of
stockholders entitled to receive such distribution.

                       (b) Property. If the Company distributes to the holders
of its Common Stock, other than as a part of its dissolution or liquidation or
the winding up of its affairs, any of its assets (including cash), the Exercise
Price per Warrant Share shall be reduced, without any further action by the
parties hereto, by the Per Share Value (as hereinafter defined) of the dividend
or distribution. For the purposes of this Section 5.3(b), the "Per Share Value"
of any dividend or distribution other than cash shall be equal to the fair
market value of such non-cash distribution on each share of Common Stock as
determined in good faith by the Board of Directors of the Company; for dividends
or distributions of cash, the Per Share Value thereof shall be the cash
distributed per share of Common Stock.

                 5.4 Rights Offering. If the Company offers rights or warrants
to persons which entitle them to subscribe to or purchase Common Stock or
securities convertible into Common Stock, the Company shall give written notice
of any such proposed offering to the Holder at least fifteen days prior to the
proposed record date in order to permit the Holder to exercise this Warrant on
or before such record date. There shall be no adjustment in the number of shares
of Common Stock for which this Warrant may be exercised, or in the Exercise
Price, by virtue of any such distribution pursuant to this Section 5.4.



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                 5.5 Merger, Sale of Assets. If at any time while this Warrant,
or any portion thereof, is outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 5. The foregoing provisions of this Section 5.5 shall similarly
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. In all events,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction, to
the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

                 5.6 Reclassification. If the Company, at any time while this
Warrant, or any portion thereof, remains outstanding and unexpired, shall change
any of the securities as to which purchase rights under this Warrant exist, by
reclassification of securities or otherwise, into the same or a different number
of securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Warrant immediately prior to such
reclassification or other change and the Exercise Price therefor shall be
appropriately adjusted, all subject to further adjustment as provided in this
Section 5.

                 5.7 Liquidation, etc. If the Company shall, at any time before
the expiration of this Warrant, dissolve, liquidate or wind up its affairs, or
otherwise declare a dividend, or make a distribution to the holders of its
Common Stock generally, whether in cash, property or assets of any kind,
including any dividend payable in stock or securities of any other issuer owned
by the Company (excluding regularly payable cash dividends declared from time to
time by the Company's Board of Directors or any dividend or distribution
referred to in Section 5.2 or Section 5.3), the Exercise Price shall be reduced,
without any further action by the parties hereto, by the Per Share Value (as
hereinafter defined) of the dividend. For purposes of this Section 5.7, the "Per
Share Value" of a cash dividend or other distribution shall be the dollar amount
of the distribution on each share of Common Stock and the "Per Share Value" of
any dividend or distribution other than cash shall be equal to the fair market
value of such non-cash distribution on



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each share of Common Stock as determined in good faith by the Board of Directors
of the Company.

                 5.8 Adjustment of Exercise Price. Whenever the number of
Warrant Shares purchasable upon the exercise of the Warrant is adjusted, the
Exercise Price with respect to the Warrant Shares shall be adjusted by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of the Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
so purchasable immediately thereafter.

                 5.9 Notice of Adjustment. Whenever the number of Warrant Shares
purchasable upon the exercise of the Warrant or the Exercise Price of the
Warrant Shares is adjusted as provided herein, the Company shall mail to the
Holder a notice of such adjustment or adjustments, prepared and signed by the
Chief Financial Officer or Secretary of the Company, which sets forth the number
of Warrant Shares purchasable upon the exercise of the Warrant and the Exercise
Price of such Warrant Shares after such adjustment, a brief statement of the
facts requiring such adjustment, and the computation by which such adjustment
was made.

            6. Notices to Holder. So long as this Warrant shall be outstanding
(a) if the Company shall pay any dividends or make any distribution upon the
Common Stock otherwise than in cash or (b) if the Company shall offer generally
to the holders of Common Stock the right to subscribe to or purchase any shares
of any class of Common Stock or securities convertible into Common Stock or any
similar rights or (c) if there shall be any capital reorganization of the
Company in which the Company is not the surviving entity, recapitalization of
the capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or other transfer of all or substantially
all of the property and assets of the Company, or voluntary or involuntary
dissolution, liquidation or winding up of the Company, then in such event, the
Company shall cause to be mailed to the Holder, at least twenty days prior to
the relevant date described below (or such shorter period as is reasonably
possible if twenty days is not reasonably possible), a notice containing a
description of the proposed action and stating the date or expected date on
which a record of the Company's stockholders is to be taken for the purpose of
any such dividend, distribution of rights, or such reclassification,
reorganization, consolidation, merger, conveyance, lease or transfer,
dissolution, liquidation or winding up is to take place, the effect of the
action, to the extent such effect may be known on the date of such notice, on
the Exercise Price and the kind and amount of shares of stock or other
securities or property deliverable on the exercise of the Warrant, and the date
or expected date, if any is to be fixed, as of which the holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such event. All such notices shall
be deemed to have been received (i) in the case of personal delivery, on the
date of such delivery, and (ii) in the case of mailing, on the third business
day following the date of such mailing.

            7. Transfer or Loss of Warrant.

                 7.1 Transfer. This Warrant may be transferred, exercised,
exchanged or assigned ("transferred"), in whole or in part, subject to the
provisions of this Section 7.1. The Holder shall have the right to transfer all
or a part of this Warrant and all or part of the Warrant Shares. The Company
shall register on its books any transfer of the Warrant, upon surrender of



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same to the Company with a written instrument of transfer duly executed by the
registered Holder or by a duly authorized attorney. Upon any such registration
of a transfer, new Warrant(s) shall be issued to the transferee(s) and the
surrendered Warrant shall be cancelled by the Company. A Warrant may also be
exchanged, at the option of the Holder, for one or more new Warrants
representing the aggregate number of Warrant Shares evidenced by the Warrant
surrendered. This Warrant and the Warrant Shares or any other securities ("Other
Securities") received upon exercise of this Warrant or the conversion of the
Warrant Shares shall be subject to restrictions on transferability unless
registered under the Securities Act, or unless an exemption from registration is
available. Until this Warrant and the Warrant Shares are so registered, this
Warrant and any certificate for Warrant Shares issued or issuable upon exercise
of this Warrant shall contain a legend on the face thereof, in form and
substance satisfactory to counsel for the Company, stating that this Warrant or
the Warrant Shares may not be sold, transferred or otherwise disposed of unless,
in the opinion of counsel satisfactory to the Company, which may be counsel to
the Company, that the Warrant or the Warrant Shares may be transferred without
such registration. This Warrant and the Warrant Shares may also be subject to
restrictions on transferability under applicable state securities or blue sky
laws. Until the Warrant and the Warrant Shares are registered under the
Securities Act, the Holder shall reimburse the Company for its expenses,
including attorneys' fees, incurred in connection with any transfer or
assignment, in whole or in part, of this Warrant or any Warrant Shares.

                 7.2 Compliance with Laws. Until this Warrant or the Warrant
Shares are registered under the Securities Act, the Company may require, as a
condition of transfer of this Warrant or the Warrant Shares that the transferee
(who may be the Holder in the case of an exchange) represent that the securities
being transferred are being acquired for investment purposes and for the
transferee's own account and not with a view to or for sale in connection with
any distribution of the security. The Company may also require that the
transferee provide written information adequate to establish that the transferee
is an "accredited investor" within the meaning of Regulation D issued under the
Securities Act, or otherwise meets all qualifications necessary to comply with
exemptions to the Securities Act, all as determined by counsel to the Company.

                 7.3 Loss of Warrant. Upon receipt by the Company of evidence
reasonably satisfactory to it of loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, of reasonable
satisfactory indemnification, or, in the case of mutilation, upon surrender of
this Warrant, the Company will execute and deliver, or instruct its transfer
agent to execute and deliver, a new Warrant of like tenor and date, any such
lost, stolen or destroyed Warrant thereupon shall become void.

            8. No Impairment. The Company will not, by amendment of its
Certificate of Incorporation or otherwise, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times, in
good faith, take all such action as may be necessary or appropriate in order to
protect the rights of the Holder against impairment.

            9. Notices. Notices and other communications to be given to the
Holder shall be deemed sufficiently given if delivered by hand, or three (3)
business days after mailing if mailed by registered or certified mail, postage
prepaid, addressed in the name and at the address of such Holder appearing on
the records of the Company. Notices or other communications to the Company shall
be deemed to have been sufficiently given if delivered by hand or three (3)
business



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days after mailing if mailed by registered or certified mail, postage
prepaid, to the Company at:

                          SRS Labs, Inc.
                          2909 Daimler Street
                          Santa Ana, California 92705

Either party may change the address to which notices shall be given by notice
pursuant to this Section 9.

            10. Registration Rights. The Holder shall be entitled to the
registration rights set forth in that certain Registration Rights Agreement of
even date herewith between the Purchaser and the Seller.

            11. Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware.




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        IN WITNESS WHEREOF, the Company has executed this Warrant as of February
26, 1998.


                                            SRS LABS, INC.,
                                            a Delaware corporation



                                              /s/ STEPHEN V SEDMARK
                                            -----------------------------------
                                            Stephen V. Sedmak, President





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                                     Annex A





                               [FORM OF EXERCISE]

                    (To be executed upon exercise of Warrant)


            The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase______ shares of Common
Stock and herewith tenders payment for such shares of Common Stock in the amount
of $__________ by bank check made payable to "SRS Labs, Inc." The undersigned
requests that a certificate for such shares of Common Stock be registered in the
name of _____________________, whose address is ____________________________. If
such number of shares of Common Stock is less than all of the shares of Common
Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of the shares of Common Stock be
registered in the name of , whose address is _______________________, and that
such Warrant Certificate be delivered to _____________________, whose address is
                                                .

----------------------------
Dated:

                               Signature:
                                         --------------------------------------
                                         (Signature must conform in all respects
                                         to name of Holder as specified on the
                                         face of the Warrant Certificate.)


-----------------------------
(Insert Social Security or
Taxpayer Identification
Number of Holder.)