   END-USER LICENSE AGREEMENT FOR QSOUND LABS CDI SOFTWARE

IMPORTANT-READ CAREFULLY: This QSound Labs End-User  License
Agreement  ("License")  is  a legal  agreement  between  you
(either  an individual or a single entity) and QSound  Labs,
Inc.  for the QSound Labs software product identified above,
which  includes computer software and associated  media  and
printed  materials, and may include "online"  or  electronic
documentation  ("SOFTWARE").  By  installing,  copying,   or
otherwise using the SOFTWARE, you agree to be bound  by  the
terms  of this License. If you do not agree to the terms  of
this  License,  promptly return the unused SOFTWARE  to  the
place  from which you obtained it for a full refund (if  the
SOFTWARE is not a demo) of the purchase price.

SOFTWARE LICENSE

The   SOFTWARE   is   protected  by   copyright   laws   and
international   copyright  treaties,  as   well   as   other
intellectual  property laws and treaties.  The  SOFTWARE  is
licensed, not sold or otherwise transferred.

1.   GRANT OF LICENSE. This License grants you the following
rights:

     a.   You  may  use one copy of the QSound Labs Software
          Product identified above on a single computer. The
          SOFTWARE  is  in "use" on a computer  when  it  is
          loaded  into  temporary  memory  (i.e.,  RAM)   or
          installed into permanent memory (e.g., hard  disk,
          CD-ROM, or other storage device) of that computer.
          However, installation on a network server for  the
          sole  purpose of internal distribution to  one  or
          more  other computer(s) shall not constitute "use"
          for which a separate license is required, provided
          you  have a separate license for each computer  to
          which the SOFTWARE is distributed.

     b.   Solely   with  respect  to  electronic   documents
          included  with  the  SOFTWARE,  you  may  make  an
          unlimited number of copies (either in hardcopy  or
          electronic form), provided that such copies  shall
          be  used  only for internal purposes and  are  not
          republished or distributed to any third party.

2.   UPGRADES.  If the SOFTWARE is an upgrade, whether  from
     QSound  Labs  or  another  supplier,  you  may  use  or
     transfer the SOFTWARE only in conjunction with upgraded
     product.  If the SOFTWARE is an upgrade from  a  QSound
     Labs  product,  you may now use that  upgraded  product
     only in accordance with this License.

3.   COPYRIGHT.  All  title and copyrights  in  and  to  the
     SOFTWARE  (including  but not limited  to  any  images,
     photographs, animations, video, audio, music, text, and
     "applets"   incorporated  into   the   SOFTWARE),   the
     accompanying printed materials, and any copies  of  the
     SOFTWARE are owned by QSound Labs or its suppliers. The
     SOFTWARE   is   protected   by   copyright   laws   and
     international  treaty provisions. Therefore,  you  must
     treat  the SOFTWARE like any other copyrighted material
     except  that  you may either (a) make one copy  of  the
     SOFTWARE solely for backup or archival purposes or  (b)
     install the SOFTWARE on a single computer provided  you
     keep   the  original  solely  for  backup  or  archival
     purposes.  You  may  not  copy  the  printed  materials
     accompanying the SOFTWARE.

4.   DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

     a.   Limitations on Reverse Engineering, Decompilation,
          and  Disassembly.  You may not  reverse  engineer,
          decompile, or disassemble the SOFTWARE, except and
          only to the extent that such activity is expressly
          permitted  by applicable law notwithstanding  this
          limitation.

     b.   No  Separation  of  Components.  The  SOFTWARE  is
          licensed  as  a  single product  and  neither  the
          software programs comprising the SOFTWARE  or  any
          UPDATE  may be separated for use by more than  one
          user at a time.

     c.   Rental. You may not rent or lease the SOFTWARE.

     d.   Software  Transfer.  You may permanently  transfer
          all  of  your rights under this License,  provided
          that you retain no copies, you transfer all of the
          SOFTWARE (including all component parts, the media
          and printed materials, any upgrades, this License,
          and,    if   applicable,   the   Certificate    of
          Authenticity),  and the recipient  agrees  to  the
          terms  of  this  License. If the  SOFTWARE  is  an
          upgrade,  any  transfer  must  include  all  prior
          versions  of the SOFTWARE.  If the SOFTWARE  is  a
          demo, this item 4d. does not apply.

     e.   Termination.  Without  prejudice  to   any   other
          rights, QSound Labs may terminate this License  if
          you  fail  to comply with the terms and conditions
          of  this  License. In such event, you must destroy
          all copies of the SOFTWARE.


MISCELLANEOUS

If  you  acquired  this product in the United  States,  this
License is governed by the laws of the State of California.

If  you  acquired  this product in Canada, this  License  is
governed  by  the  laws of the Province of Alberta,  Canada.
Each  of  the  parties  hereto irrevocably  attorns  to  the
jurisdiction  of the courts of the Province of  Alberta  and
further  agrees to commence any litigation which  may  arise
hereunder in the courts located in the Judicial District  of
Calgary, Province of Alberta.

Should you have any questions concerning this License, or if
you  desire  to  contact QSound Labs for any reason,  please
contact the QSound Labs subsidiary serving your country,  or
write:

     QSound Labs, Inc.
     Software Sales
     2748 37th Avenue NE
     Calgary, Alberta, CANADA
     T1Y 5L3.




LIMITED WARRANTY

LIMITED  WARRANTY.  QSound Labs warrants that  the  SOFTWARE
will   perform   substantially  in   accordance   with   the
accompanying written materials for a period of  ninety  (90)
days from the date of receipt. Some states and jurisdictions
do not allow limitations on duration of an implied warranty,
so  the above limitation may not apply to you. To the extent
allowed  by  applicable  law,  implied  warranties  on   the
SOFTWARE  and hardware, if any, are limited to  ninety  (90)
days.

CUSTOMER  REMEDIES. QSound Labs' and its  suppliers'  entire
liability  and  your exclusive remedy shall  be,  at  QSound
Labs'  option, either (a) return of the price paid,  or  (b)
repair  or  replacement of the SOFTWARE that does  not  meet
QSound  Labs'  Limited  Warranty and which  is  returned  to
QSound  Labs  with  a  copy of your  receipt.  This  Limited
Warranty  is  void if failure of the SOFTWARE  has  resulted
from  accident,  abuse, or misapplication.  Any  replacement
SOFTWARE will be warranted for the remainder of the original
warranty  period or thirty (30) days, whichever  is  longer.
Outside  the United States, neither these remedies  nor  any
product   support  services  offered  by  QSound  Labs   are
available  without  proof  of purchase  from  an  authorized
international source.

NO  OTHER  WARRANTIES. TO THE MAXIMUM  EXTENT  PERMITTED  BY
APPLICABLE  LAW, QSOUND LABS AND ITS SUPPLIERS DISCLAIM  ALL
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING,  BUT
NOT  LIMITED  TO, IMPLIED WARRANTIES OF MERCHANTABILITY  AND
FITNESS  FOR  A  PARTICULAR  PURPOSE,  WITH  REGARD  TO  THE
SOFTWARE,  AND  ANY  ACCOMPANYING  HARDWARE.  THIS   LIMITED
WARRANTY  GIVES  YOU  SPECIFIC LEGAL RIGHTS.  YOU  MAY  HAVE
OTHERS,    WHICH    VARY    FROM    STATE/JURISDICTION    TO
STATE/JURISDICTION. NO LIABILITY FOR CONSEQUENTIAL  DAMAGES.
TO  THE  MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,  IN  NO
EVENT  SHALL QSOUND LABS OR ITS SUPPLIERS BE LIABLE FOR  ANY
SPECIAL,  INCIDENTAL,  INDIRECT,  OR  CONSEQUENTIAL  DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR  LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF QSOUND LABS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE
SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION  OR
LIMITATION  OF  LIABILITY  FOR CONSEQUENTIAL  OR  INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


