EXHIBIT 4.2.2

THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A TRANSFER
MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH
TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

                               AMBIENT CORPORATION

                          COMMON STOCK PURCHASE WARRANT

            1. Issuance; Certain Definitions. In consideration of good and
valuable consideration, the receipt of which is hereby acknowledged by AMBIENT
CORPORATION, a Delaware corporation (the "Company"), ____________ or registered
assigns (the "Holder") is hereby granted the right to purchase at any time until
5:00 P.M., New York City time, on February 28, 2003 (the "Expiration Date"),
_______________ (_________) fully paid and nonassessable shares of the Company's
Common Stock, par value $.001 per share (the "Common Stock") at an initial
exercise price per share (the "Exercise Price") of $1.00 per share, subject to
further adjustment as set forth herein. This Warrant is being issued pursuant to
the terms of that certain Securities Purchase Agreement, dated as of February
17, 2000 (the "Securities Purchase Agreement"), to which the Company and Holder
(or Holder's predecessor in interest) are parties.

            2. Exercise of Warrants.

                  2.1 General. This Warrant is exercisable in whole or in part
at any time and from time to time at the Exercise Price per share of Common
Stock payable hereunder, payable in cash or by certified or official bank check,
by means of tendering this Warrant Certificate to the Company. Upon surrender of
this Warrant Certificate with the annexed Notice of Exercise Form duly executed
(which Notice of Exercise Form may be submitted either by delivery to the
Company or by facsimile transmission as provided in Section 8 hereof), together
with payment of the Exercise Price for the shares of Common Stock purchased, the
Holder shall be entitled to receive a certificate or certificates for the shares
of Common Stock so purchased. Anything herein to the contrary notwithstanding,
the provisions of Section 2 of the Joint Escrow Instructions (as defined in the
Securities Purchase Agreement) shall apply to the exercise of this Warrant.

                  2.2 Limitation on Exercise. Notwithstanding the provisions of
this Warrant, the Securities Purchase Agreement or of the other Transaction
Agreements (as defined in the Securities Purchase Agreement), in no event
(except (i) with respect to an automatic conversion, if any, of a Debenture as
provided in the Debentures or a conversion pursuant to a Redemption Notice
Conversion [as defined in the Debentures], (ii) as specifically provided in this
Warrant as an exception to this provision, or (iii) while there is outstanding a
tender offer for any or all of the shares of the Company's Common Stock) shall
the Holder be entitled to exercise this Warrant, or

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shall the Company have the obligation to issue shares upon such exercise of all
or any portion of this Warrant, to the extent that, after such exercise the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the
Debentures or unexercised portion of the Warrants), and (2) the number of shares
of Common Stock issuable upon the exercise of the Warrants with respect to which
the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such exercise). For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), except as otherwise provided in clause (1) of such sentence. The Holder,
by its acceptance of this Warrant, further agrees that if the Holder transfers
or assigns any of the Warrants to a party who or which would not be considered
such an affiliate, such assignment shall be made subject to the transferee's or
assignee's specific agreement to be bound by the provisions of this Section 2.2
as if such transferee or assignee were the original Holder hereof.

            3. Reservation of Shares. The Company hereby agrees that at all
times during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

            4. Mutilation or Loss of Warrant. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.

            5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and 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.

            6. Protection Against Dilution.

                  6.1 Adjustment Mechanism. If an adjustment of the Exercise
Price is required pursuant to this Section 6, the Holder shall be entitled to
purchase such number of additional shares of Common Stock as will cause (i) the
total number of shares of Common Stock Holder is entitled to purchase pursuant
to this Warrant, multiplied by (ii) the adjusted purchase price per share, to
equal (iii) the dollar amount of the total number of shares of Common Stock
Holder is entitled to purchase before adjustment multiplied by the total
purchase price before adjustment.


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<PAGE>

                  6.2 Capital Adjustments. In case of any stock split or reverse
stock split, stock dividend, reclassification of the Common Stock,
recapitalization, merger or consolidation, or like capital adjustment affecting
the Common Stock of the Company, the provisions of this Section 6 shall be
applied as if such capital adjustment event had occurred immediately prior to
the date of this Warrant and the original purchase price had been fairly
allocated to the stock resulting from such capital adjustment; and in other
respects the provisions of this Section shall be applied in a fair, equitable
and reasonable manner so as to give effect, as nearly as may be, to the purposes
hereof. A rights offering to stockholders shall be deemed a stock dividend to
the extent of the bargain purchase element of the rights.

                  6.3 Adjustment for Spin Off. If, for any reason, prior to the
exercise of this Warrant in full, the Company spins off or otherwise divests
itself of a part of its business or operations or disposes all or of a part of
its assets in a transaction (the "Spin Off") in which the Company does not
receive compensation (other than nominal non-material compensation) for such
business, operations or assets, but causes securities of another entity (the
"Spin Off Securities") to be issued to security holders of the Company, then the
Company shall cause (a) to be reserved Spin Off Securities equal to the number
thereof which would have been issued to the Holder had all of the Holder's
unexercised Warrants outstanding on the record date (the "Record Date") for
determining the amount and number of Spin Off Securities to be issued to
security holders of the Company (the "Outstanding Warrants") been exercised as
of the close of business on the trading day immediately before the Record Date
(the "Reserved Spin Off Shares"), and (b) to be issued to the Holder on the
exercise of all or any of the Outstanding Warrants, such amount of the Reserved
Spin Off Shares equal to (i) the Reserved Spin Off Shares multiplied by (ii) a
fraction, of which (x) the numerator is the amount of the Outstanding Warrants
then being exercised, and (y) the denominator is the amount of the Outstanding
Warrants.

            7. Transfer to Comply with the Securities Act; Registration Rights.

                  7.1 Transfer. This Warrant has not been registered under the
Securities Act of 1933, as amended, (the "Act") and has been issued to the
Holder for investment and not with a view to the distribution of either the
Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant
Shares or any other security issued or issuable upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of an effective
registration statement under the Act relating to such security or an opinion of
counsel satisfactory to the Company that registration is not required under the
Act. Each certificate for the Warrant, the Warrant Shares and any other security
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,
setting forth the restrictions on transfer contained in this Section.

                  7.2 Registration Rights. (a) Reference is made to the
Registration Rights Agreement (as that term is defined in the Securities
Purchase Agreement). The Company's


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obligations under the Registration Rights Agreement and the other terms and
conditions thereof with respect to the Warrant Shares, including, but not
necessarily limited to, the Company's commitment to file a registration
statement including the Warrant Shares, to have the registration of the Warrant
Shares completed and effective, and to maintain such registration, are
incorporated herein by reference.

                  (b) In addition to the registration rights referred to in the
preceding provisions of Section 7.2(a), effective after the expiration of the
effectiveness of the Registration Statement as contemplated by the Registration
Rights Agreement, the Holder shall have demand piggy-back registration rights
with respect to the Warrant Shares then held by the Holder or then subject to
issuance upon exercise of this Warrant (collectively, the "Remaining Warrant
Shares"), subject to the conditions set forth below. If, at any time after the
Registration Statement has ceased to be effective, the Company participates
(whether voluntarily or by reason of an obligation to a third party) in the
registration of any shares of the Company's stock, the Company shall give
written notice thereof to the Holder and the Holder shall have the right,
exercisable within ten (10) business days after receipt of such notice, to
demand inclusion of all or a portion of the Holder's Remaining Warrant Shares in
such registration statement. If the Holder exercises such election, the
Remaining Warrant Shares so designated shall be included in the registration
statement at no cost or expense to the Holder (other than any costs or
commissions which would be borne by the Holder under the terms of the
Registration Rights Agreement). The Holder's rights under this Section 7.2 are
subject to the following conditions:

      (x) under no circumstances will the Aggregate Remaining Warrant Shares (as
      defined below) included in such registration statement exceed twenty
      percent (20%) of the all the shares (including the Aggregate Remaining
      Warrant Shares) included in such registration statement; and

      (y) if there is a managing underwriter of the offering of shares referred
      to in the registration statement and such managing underwriter advises the
      Company in writing that the number of shares proposed to be included in
      the offering will have an adverse effect on its ability to successfully
      conclude the offering and, as a result, the number of shares to be
      included in the offering is to be reduced, the number of Remaining Warrant
      Shares of the Holder which were to be included in the registration (before
      such reduction) will be reduced pro rata with the number of shares
      included for all other parties whose shares are being registered.

The term "Aggregate Remaining Warrant Shares" means the aggregate of all
Remaining Warrant Shares of the Holder and of the holders of all other Warrants
originally issued pursuant to and as contemplated by the Securities Purchase
Agreement, to the extent such Remaining Warrant Shares are to be included in a
registration statement pursuant to this Section 7.2(b).


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            8. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage pre-paid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:

                  (i)   if to the Company, to:

                        Ambient Corporation
                        270 Madison Avenue
                        New York, NY 10016
                        Attn:
                        Telephone No.: (888) 861-0205
                        Telecopier No.: (212)    -

                        with a copy to:

                        Baer Marks & Upham LLP.
                        805 Third Avenue
                        New York, NY 10022
                        Attn: Samuel Ottensosser, Esq.
                        Telephone No.: (212) 702-5700
                        Telecopier No.: (212) 702-5941

                        and with a copy to:

                        Aboudi & Brounstein
                        3 Gavish St.
                        P.O.B.  2432
                        Kfar Saba Industrial Zone, Israel 44641
                        Attn: David Aboudi, Esq.
                        Telephone No.: (011 972 9) 764-4833
                        Telecopier No.: (011 972 9) 764-4834

                  (ii)  if to the Holder, to:

                        ---------------
                        ATTN:
                        Telephone No.: (   )    -
                        Telecopier No.: (718) 972-6400


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                        with a copy to:

                        Krieger & Prager LLP,
                        39 Broadway
                        Suite 1440
                        New York, NY 10006
                        Attn: Samuel Krieger, Esq.
                        Telephone No.: (212) 363-2900
                        Telecopier No. (212) 363-2999

Any party may be notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.

            9. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant of even date herewith contain the full understanding of the
parties hereto with respect to the subject matter hereof and thereof and there
are no representations, warranties, agreements or understandings other than
expressly contained herein and therein.

            10. Governing Law. This Warrant shall be deemed to be a contract
made under the laws of the State of Delaware for contracts to be wholly
performed in such state and without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of
Wilmington or the state courts of the State of Delaware sitting in the City of
Wilmington in connection with any dispute arising under this Warrant and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions. To the extent determined by such court, the Company shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Buyer in enforcement of or protection of any of its rights under any of the
Transaction Agreements.

            11. Counterparts. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.


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            12. Descriptive Headings. Descriptive headings of the several
Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof


      IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the17th day of February, 2000.

                                    AMBIENT CORPORATION


                                    By:_________________________________
                                          Name:
                                          Its:

Attest:


------------------------
Name:
Title:


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<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

      The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant Certificate dated as of ______________, 200_, to
purchase ______ shares of the Common Stock, par value $.001 per share, of
AMBIENT CORPORATION and tenders herewith payment in accordance with Section 1 of
said Common Stock Purchase Warrant.

      Please deliver the stock certificate to:


Dated:______________________


____________________________
[Name of Holder]


By:_________________________


|_| CASH: $ _______________________


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