EXHIBIT 10.2

                           NEW REVOLVING CREDIT NOTE

                                                            639864/33540
$5,000,000.00                                                 Irvine, California
                                                                   April 1, 2001

For Value Received, the undersigned, SRS Labs, Inc., a Delaware corporation
("Borrower"), promises to pay on the Termination Date to the order of City
National Bank, a national banking association ("CNB"), at its Office located at
100 Pacifica, Suite 100, Irvine, California 92714-9037, the principal amount of
Five Million and 00/100 Dollars ($5,000,000.00) or so much thereof as may be
advanced and be outstanding, with interest thereon to be computed on each
Revolving Credit Loan from the date of its disbursement at a rate computed on
the basis of a 360-day year, actual days elapsed, at the rates, times and in
accordance with the terms of that certain Credit Agreement between Borrower and
CNB, dated as of July 6, 1999, as may be amended from time to time (the "Credit
Agreement"). Capitalized terms not defined herein shall have the meanings given
them in that certain Credit Agreement.

     All or any portion of the principal of this New Revolving Credit Note
("Note") may be borrowed, repaid and reborrowed from time to time prior to the
Termination Date, provided at the time of any borrowing no default exists under
this Note and no Event of Default or Potential Event of Default exists under the
terms and conditions of the Credit Agreement and provided, further that the
total borrowings outstanding at any one time shall not exceed the $5,000,000.00.
Each borrowing and repayment of a Revolving Credit Loan shall be noted in the
books and records of CNB. The excess of borrowings over repayments as noted on
such books and records shall constitute presumptive evidence of the principal
balance due hereon from time to time and at any time.

     Interest is payable monthly on the first day of each and every month
commencing May 1, 2001.

     If payment on this Note becomes due and payable on a non-business day, the
maturity thereof shall be extended to the next business day and, with respect to
payments of principal or interest thereon shall be payable during such extension
at the then applicable rate. Upon the occurrence of one or more of the Events of
Default specified in the Credit Agreement, all amounts remaining unpaid on this
Note may become or be declared to be immediately payable as provided in the
Credit Agreement, without presentment, demand or notice of dishonor, all of
which are expressly waived. Borrower agrees to pay all costs of collection of
this Note and reasonable attorneys' fees (including attorneys'' fees allocable
to CNB's in-house counsel) in connection therewith, irrespective of whether suit
is brought thereon.

     This is the Revolving Credit Note referred to in the Credit Agreement and
is entitled to the benefits thereof.

     Upon CNB's written notice to Borrower of the occurrence of an Event of
Default, the outstanding principal balance (and interest, to the extent
permitted by law) shall bear additional interest from the date of such notice at
the rate of Five Percent (5.0%) per annum higher than the interest rate as
determined and computed above, [provided, however, for the purposes hereof, a
LIBOR Loan shall be treated as a Prime Loan upon the termination of the Interest
Period,] and continuing thereafter until the Event of Default is cured.

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     This Note shall be governed by the laws of the State of California. If this
Note is executed by more than one Borrower, all obligations are joint and
several.

                                      "Borrower"

                                      SRS Labs, Inc., a Delaware corporation

                                   By: /s/ Thomas C.K. Yuen
                                      ------------------------------------------
                                      Thomas C.K. Yuen, Chief Executive Officer

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