<PAGE>   1

                                                                     EXHIBIT 4.7



                                    EXHIBIT C


                                                                      NO. W-____



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.


                      WARRANT TO PURCHASE _________ SHARES
                               OF COMMON STOCK OF
                         AMERICAN TECHNOLOGY CORPORATION
                         (VOID AFTER NOVEMBER 30, 2001)


        This certifies that _________________________________ or its assigns
(the "Holder"), for value received, is entitled to purchase from AMERICAN
TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), having a place
of business at 13114 Evening Creek Drive South, San Diego, California 92128, a
maximum of ______________ fully paid and nonassessable shares of the Company's
Common Stock ("Common Stock") for cash at a price of $6.00 per share (the "Stock
Purchase Price") at any time or from time to time up to and including 5:00 p.m.
(Pacific time) on November 30, 2001 (the "Expiration Date"), upon surrender to
the Company at its principal office (or at such other location as the Company
may advise the Holder in writing) of this Warrant properly endorsed with the
Form of Subscription attached hereto duly filled in and signed and, if
applicable, upon payment in cash or by check of the aggregate Stock Purchase
Price for the number of shares for which this Warrant is being exercised
determined in accordance with the provisions hereof. The Stock Purchase Price
and the number of shares purchasable hereunder are subject to adjustment as
provided in Section 3 of this Warrant.

        This Warrant is subject to the following terms and conditions:

        1.      EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

                1.1 GENERAL. This Warrant is exercisable at the option of the
holder of record hereof, at any time or from time to time, up to the Expiration
Date for all or any part of the shares of Common Stock (but not for a fraction
of a share) which may be purchased hereunder. The Company agrees that the shares
of Common Stock purchased under this Warrant shall be and are deemed to be
issued to the Holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been surrendered,
properly endorsed, the completed, executed Form of Subscription delivered and
payment made for such shares. Certificates for the shares of Common Stock so
purchased, together with any other securities or property to which the Holder
hereof is entitled upon such exercise, shall be delivered to the Holder hereof
by the Company at the Company's expense within five (5) business days after the
rights represented by this Warrant have been so exercised. In case of a purchase
of less than all the shares which may be purchased under this Warrant, the
Company shall cancel this Warrant and execute and deliver a new Warrant or
Warrants of like tenor for the



                                       1.
<PAGE>   2


balance of the shares purchasable under the Warrant surrendered upon such
purchase to the Holder hereof within five (5) business days. Each stock
certificate so delivered shall be in such denominations of Common Stock as may
be requested by the Holder hereof and shall be registered in the name of such
Holder. Notwithstanding anything to the contrary set forth above, each exercise
of the Warrant shall cover at least the lesser of (i) 10,000 shares of Common
Stock or (ii) the total number of shares of Common Stock subject to the Warrant.

        1.2     NET ISSUE EXERCISE.

                (a) This Section 1.2 shall not apply and shall have no force or
effect if, in accordance with the terms of the Series B Preferred Stock and
Warrant Purchase Agreement dated as of even date herewith between the Company
and the original holder of this Warrant (the "Purchase Agreement"), the shares
of Common Stock issuable upon exercise of this Warrant have been registered for
resale under the Securities Act of 1933, as amended, on a registration statement
on Form S-3, or another appropriate form.

                (b) Notwithstanding any provisions herein to the contrary, if
the fair market value of one share of the Company's Common Stock is greater than
the Stock Purchase Price (at the date of calculation as set forth below), in
lieu of exercising this Warrant for cash, the Holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being canceled) by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Form of Subscription and notice of
such election in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:

                      X = Y (A-B)
                          -------
                             A

        Where X = the number of shares of Common Stock to be issued to the
Holder

                                    Y = the number of shares of Common Stock
                                    purchasable under the Warrant or, if only a
                                    portion of the Warrant is being exercised,
                                    the portion of the Warrant being canceled
                                    (at the date of such calculation)

                                    A = the fair market value of one share of
                                    the Company's Common Stock (at the date of
                                    such calculation)

                                    B = Stock Purchase Price (as adjusted to the
                                    date of such calculation)

For purposes of the above calculation, fair market value of one share of Common
Stock shall be the average of the closing bid price of the Company's Common
Stock for the ten (10) trading days immediately preceding the date of exercise
as quoted on the principal exchange or market on which such securities are
traded.

        2.      SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company
covenants and agrees that all shares of Common Stock which may be issued upon
the exercise of



                                       2.
<PAGE>   3


the rights represented by this Warrant will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all preemptive rights
of any stockholder and free of all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that, during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant,
a sufficient number of shares of authorized but unissued Common Stock, or other
securities and property, when and as required to provide for the exercise of the
rights represented by this Warrant. The Company will take all such action as may
be necessary to assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed; provided, however, that the Company shall not be required to effect a
registration under Federal or State securities laws with respect to such
exercise other than as provided pursuant to the Purchase Agreement. The Company
will not take any action which would result in any adjustment of the Stock
Purchase Price (as set forth in Section 3 hereof) if the total number of shares
of Common Stock issuable after such action upon exercise of all outstanding
warrants, together with all shares of Common Stock then outstanding and all
shares of Common Stock then issuable upon exercise of all options and upon the
conversion of all convertible securities then outstanding, would exceed the
total number of shares of Common Stock then authorized by the Company's
Certificate of Incorporation.

        3.      ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The
Stock Purchase Price and the number of shares purchasable upon the exercise of
this Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 3. Upon each adjustment
of the Stock Purchase Price, the Holder of this Warrant shall thereafter be
entitled to purchase, at the Stock Purchase Price resulting from such
adjustment, the number of shares obtained by multiplying the Stock Purchase
Price in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment, and dividing
the product thereof by the Stock Purchase Price resulting from such adjustment.

                3.1 DEFINITIONS.

                    "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares
(including treasury shares) of Common Stock issued or sold (or, pursuant to
Section 3.2 or 3.3, deemed to be issued) by the Company after the date hereof,
whether or not subsequently reacquired or retired by the Company, other than

                     (a) (i) shares issued upon the exercise of the Warrants 
and (ii) such number of additional shares as may become issuable upon the
exercise of the Warrants by reason of adjustments required pursuant to the
anti-dilution provisions applicable to such Warrants as in effect on the date
hereof; and

                     (b) (i) shares issued upon the exercise of options granted
or to be granted under the Company's stock option plans as in effect on the date
hereof or under any other employee stock option or purchase plan or plans
adopted or assumed after such date by the Company's Board of Directors; provided
in each such case that the exercise or purchase price for



                                       3.
<PAGE>   4


any such share shall not be less than 85% of the fair market value (determined
in good faith by the Company's Board of Directors) of the Common Stock on the
date of grant, and (ii) such additional number of shares as may become issuable
pursuant to the terms of any such plans by reason of adjustments required
pursuant to anti-dilution provisions applicable to such securities in order to
reflect any subdivision or combination of Common Stock, by reclassification or
otherwise, or any dividend on Common Stock payable in Common Stock.

                     (c) Common Stock issuable upon exercise or conversion of
any options, warrants or other rights outstanding on the date of this Warrant.

                     (d) The issuance of the Company's Series B Preferred Stock
or the Common Stock issued or issuable upon conversion of the Series B Preferred
Stock.

                     (e) The issuance of any capital stock of the Company for
which an adjustment is made pursuant to Section 3.5,3.6 or 3.7 of this Warrant.

        "CLOSING BID PRICES" shall mean for any security as of any date, the
closing bid price of such security on the principal securities exchange or trade
market where such security is listed or trades as reported by Bloomberg, L.P.
("Bloomberg"), or if the foregoing does not apply, the closing bid price of such
security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price is reported
for such security by Bloomberg, the average of the bid prices of any market
makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc.

        "CONVERTIBLE SECURITIES" shall mean any evidences of indebtedness,
shares of stock (other than Common Stock) or other securities directly or
indirectly convertible into or exchangeable for Additional Shares of Common
Stock.

        "CURRENT MARKET PRICE" shall mean, on any date specified herein, the
average of the daily Closing Bid Prices during the 10 consecutive trading days
commencing 15 trading days before such date, except that, if on any such date
the shares of Common Stock are not listed or admitted for trading on any
national securities exchange or quoted in the over-the-counter market, the
Current Market Price shall be the Fair Value on such date.

        "FAIR VALUE" shall mean, on any date specified herein (i) in the case of
cash, the dollar amount thereof, (ii) in the case of a security admitted for
trading on any national securities exchange or quoted in the over-the-counter
market, the Current Market Price, and (iii) in all other cases determined in
good faith jointly by the Company and the holder; provided, however, that if
such parties are unable to reach agreement within a reasonable period of time,
the Fair Value shall be determined in good faith by an independent investment
banking firm selected jointly by the Company and the holder, or if that
selection cannot be made within ten days, by an independent investment banking
firm selected by the American Arbitration Association in accordance with its
rules, and provided further, that the Company shall pay all of the fees and
expenses of any third parties incurred in connection with determining Fair
Value.

        "OPTIONS" shall mean any rights, options or warrants to subscribe for,
purchase or otherwise acquire either Additional Shares of Common Stock or
Convertible Securities.





                                       4.
<PAGE>   5


        3.2     ADJUSTMENT OF PURCHASE PRICE.

                3.2.1 ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. In case the
Company at any time or from time to time after the date hereof shall issue or
sell Additional Shares of Common Stock (including Additional Shares of Common
Stock deemed to be issued pursuant to Section 3.3), without consideration or for
a consideration per share less than the fair market value of such additional
shares of Common Stock as determined in good faith by the Board of Directors of
the Company as in effect immediately prior to such issue or sale, then, and in
each such case, the Purchase Price shall be reduced, concurrently with such
issue or sale, to a price (calculated to the nearest .001 of a cent) determined
by multiplying such Purchase Price by a fraction

                (a) the numerator of which shall be the sum of (i) the number of
shares of Common Stock outstanding immediately prior to such issue or sale and
(ii) the number of shares of Common Stock which the gross consideration received
by the Company for the total number of such Additional Shares of Common Stock so
issued or sold would purchase at such Current Market Price, and

                (b) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such issue or sale, provided that,
for the purposes of this Section 3.2.1, (x) immediately after any Additional
Shares of Common Stock are deemed to have been issued pursuant to Section 3.3,
such Additional Shares shall be deemed to be outstanding, and (y) treasury
shares shall not be deemed to be outstanding.

                3.2.2 EXTRAORDINARY CASH DIVIDENDS AND DISTRIBUTIONS. In case
the Company at any time or from time to time after the date hereof shall
declare, order, pay or make a cash dividend or other cash distribution on the
Common Stock, then, in each such case, the Purchase Price in effect immediately
prior to the close of business on the record date fixed for the determination of
holders of any class of securities entitled to receive such dividend or
distribution shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Purchase Price by a
fraction

                (x) the numerator of which shall be the Current Market Price in
effect on such record date or, if the Common Stock trades on an ex-dividend
basis, on the date prior to the commencement of ex-dividend trading, less the
Fair Value of such dividend or distribution applicable to one share of Common
Stock, and

                (y) the denominator of which shall be such Current Market Price.

        3.3     TREATMENT OF OPTIONS AND CONVERTIBLE SECURITIES. In case the
Company at any time or from time to time after the date hereof shall issue,
sell, grant or assume, or shall fix a record date for the determination of
holders of any class of securities of the Company entitled to receive, any
Options or Convertible Securities (whether or not the rights thereunder are
immediately exercisable), then, and in each such case, the maximum number of
Additional Shares of Common Stock (as set forth in the instrument relating
thereto, without regard to any provisions contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the
case of Convertible Securities and Options therefor,



                                       5.
<PAGE>   6


the conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common stock issued as of the time of such issue, sale,
grant or assumption or, in case such a record date shall have been fixed, as of
the close of business on such record date (or, if the Common Stock trades on an
ex-dividend basis, on the date prior to the commencement of ex-dividend
trading), provided that such Additional Shares of Common Stock shall not be
deemed to have been issued unless the consideration per share (determined
pursuant to Section 3.4) of such shares would be less than the fair market value
of such shares as determined in good faith by the Board of Directors of the
Company as in effect on the date of and immediately prior to such issue, sale,
grant or assumption or immediately prior to the close of business on such record
date (or, if the Common Stock trades on an ex-dividend basis, on the date prior
to the commencement of ex-dividend trading), as the case may be, and provided,
further, that

                (a) whether or not the Additional Shares of Common Stock
underlying such Options or Convertible Securities are deemed to be issued, no
further adjustment of the Purchase Price shall be made upon the subsequent issue
or sale of Convertible Securities or shares of Common Stock upon the exercise of
such Options or the conversion or exchange of such Convertible Securities;

                (b) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Company, or decrease in the number of Additional
Shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof (by change of rate or otherwise), the Purchase Price computed upon the
original issue, sale, grant or assumption thereof (or upon the occurrence of the
record date, or date prior to the commencement of ex-dividend trading, as the
case may be, with respect thereto), and any subsequent adjustments based
thereon, shall, upon any such increase or decrease becoming effective, be
recomputed to reflect such increase or decrease insofar as it affects such
Options, or the rights of conversion or exchange under such Convertible
Securities, which are outstanding at such time;

                (c) upon the expiration (or purchase by the Company and
cancellation or retirement) of any such Options which shall not have been
exercised or the expiration of any rights of conversion or exchange under any
such Convertible Securities which (or purchase by the Company and cancellation
or retirement of any such Convertible Securities the rights of conversion or
exchange under which) shall not have been exercised, the Purchase Price computed
upon the original issue, sale, grant or assumption thereof (or upon the
occurrence of the record date, or date prior to the commencement of ex-dividend
trading, as the case may be, with respect thereto), and any subsequent
adjustments based thereon, shall, upon such expiration (or such cancellation or
retirement, as the case may be), be recomputed as if:

                        (i) in the case of Options for Common Stock or
Convertible Securities, the only Additional Shares of Common Stock issued or
sold were the Additional Shares of Common Stock, if any, actually issued or sold
upon the exercise of such Options or the conversion or exchange of such
Convertible Securities and the consideration received therefor was the
consideration actually received by the Company for the issue, sale, grant or
assumption of all such Options, whether or not exercised, plus the consideration
actually received by the Company upon such exercise, or for the issue or sale of
all such Convertible Securities which



                                       6.
<PAGE>   7


were actually converted or exchanged, plus the additional consideration, if any,
actually received by the Company upon such conversion or exchange, and

                       (ii) in the case of Options for Convertible Securities,
only the Convertible Securities, if any, actually issued or sold upon the
exercise of such Options were issued at the time of the issue or sale, grant or
assumption of such Options, and the consideration received by the Company for
the Additional Shares of Common Stock deemed to have then been issued was the
consideration actually received by the Company for the issue, sale, grant or
assumption of all such Options, whether or not exercised, plus the consideration
deemed to have been received by the Company (pursuant to Section 3.4) upon the
issue or sale of such Convertible Securities with respect to which such Options
were actually exercised;

                (d) no readjustment pursuant to subdivision (b) or (c) above
shall have the effect of increasing the Purchase Price by an amount in excess of
the amount of the adjustment thereof originally made in respect of the issue,
sale, grant or assumption of such Options or Convertible Securities; and

                (e) in the case of any such Options which expire by their terms
not more than 30 days after the date of issue, sale, grant or assumption
thereof, no adjustment of the Purchase Price shall be made until the expiration
or exercise of all such Options, whereupon such adjustment shall be made in the
manner provided in subdivision (c) above.

        3.4     COMPUTATION OF CONSIDERATION. For the purposes of this Section,

                (a) the consideration for the issue or sale of any Additional
Shares of Common Stock shall, irrespective of the accounting treatment of such
consideration,

                    (i) insofar as it consists of cash, be computed at the
amount of cash received by the Company, without deducting any expenses paid or
incurred by the Company or any commissions or compensation paid or concessions
or discounts allowed to underwriters, dealers or others performing similar
services in connection with such issue or sale,

                     (ii) insofar as it consists of property (including
securities) other than cash, be computed at the Fair Value thereof at the time
of such issue or sale, and

                     (iii) in case Additional Shares of Common Stock are
issued or sold together with other stock or securities or other assets of the
Company for a consideration which covers both, be the portion of such
consideration so received, computed as provided in clauses (i) and (ii) above,
allocable to such Additional Shares of Common Stock, such allocation to be
determined in the same manner that the Fair Value of property not consisting of
cash or securities is to be determined as provided in the definition of "Fair
Value" herein;

                (b) Additional Shares of Common Stock deemed to have been issued
pursuant to Section 3.3, relating to Options and Convertible Securities, shall
be deemed to have been issued for a consideration per share determined by
dividing

                     (i) the total amount, if any, received and receivable by
the Company as consideration for the issue, sale, grant or assumption of the
Options or Convertible



                                       7.
<PAGE>   8


Securities in question, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without
regarding to any provision contained therein for a subsequent adjustment of such
consideration to protect against dilution) payable to the Company upon the
exercise in full of such Options or the conversion or exchange of such
Convertible Securities or, in the case of Options for Convertible Securities,
the exercise of such Options for Convertible Securities and the conversion or
exchange of such Convertible Securities, in each case computing such
consideration as provided in the foregoing subdivision (a),

               by
 
                     (ii) the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such number to protect against
dilution) issuable upon the exercise of such Options or the conversion or
exchange of such Convertible Securities; and
   
                   (c) Additional Shares of Common Stock deemed to have been
issued pursuant to Section 3.2.1 relating to stock dividends, stock splits,
etc., shall be deemed to have been issued for no consideration.

                3.5 SUBDIVISION OR COMBINATION OF STOCK. In case the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Stock Purchase Price in effect immediately prior
to such subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Stock Purchase Price in effect immediately prior
to such combination shall be proportionately increased.

                3.6 DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY,
RECLASSIFICATION. If at any time or from time to time the Holders of Common
Stock (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,

                    (a) Common Stock or any shares of stock or other securities
which are at any time directly or indirectly convertible into or exchangeable
for Common Stock, or any rights or options to subscribe for, purchase or
otherwise acquire any of the foregoing by way of dividend or other distribution,

                    (b) any cash paid or payable otherwise than as a cash
dividend, or

                    (c) Common Stock or additional stock or other securities or
property (including cash) by way of spinoff, split-up, reclassification,
combination of shares or similar corporate rearrangement, (other than shares of
Common Stock issued as a stock split or adjustments in respect of which shall be
covered by the terms of Section 3.1 above), then and in each such case, the
Holder hereof shall, upon the exercise of this Warrant, be entitled to receive,
in addition to the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the amount of stock
and other securities and property (including cash in the cases referred to in
clause (b) above and this clause (c)) which such Holder would hold on the date
of such exercise had he been the holder of record of such



                                       8.
<PAGE>   9


Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property.

                3.7 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. If any recapitalization, reclassification or reorganization of the capital
stock of the Company, or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets or other
transaction shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities, or other assets or property (an
"Organic Change"), then, as a condition of such Organic Change, lawful and
adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby) such shares of stock,
securities or other assets or property as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby; provided,
however, that in the event the value of the stock, securities or other assets or
property (determined in good faith by the Board of Directors of the Company)
issuable or payable with respect to one share of the Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby is in excess of the Stock Purchase Price hereof
effective at the time of a merger and securities received in such
reorganization, if any, are publicly traded, then this Warrant shall expire
unless exercised prior to or simultaneous with such Organic Change. In the event
of any Organic Change, appropriate provision shall be made by the Company with
respect to the rights and interests of the Holder of this Warrant to the end
that the provisions hereof (including, without limitation, provisions for
adjustments of the Stock Purchase Price and of the number of shares purchasable
and receivable upon the exercise of this Warrant) shall thereafter be
applicable, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. The Company will not effect any such
consolidation, merger or sale unless, prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or the corporation purchasing such assets shall assume by written
instrument reasonably satisfactory in form and substance to the Holders of a
majority of the warrants to purchase Common Stock then outstanding, executed and
mailed or delivered to the registered Holder hereof at the last address of such
Holder appearing on the books of the Company, the obligation to deliver to such
Holder such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such Holder may be entitled to purchase.

                3.8 CERTAIN EVENTS. If any change in the outstanding Common
Stock of the Company or any other event occurs as to which the other provisions
of this Section 3 are not strictly applicable or if strictly applicable would
not fairly protect the purchase rights of the Holder of the Warrant in
accordance with such provisions, then the Board of Directors of the Company
shall make an adjustment in the number and class of shares available under the
Warrant, the Stock Purchase Price or the application of such provisions, so as
to protect such purchase rights as aforesaid. The adjustment shall be such as
will give the Holder of the Warrant upon exercise for the same aggregate Stock
Purchase Price the total number, class and kind of shares as he would have owned
had the Warrant been exercised prior to the event and had he continued to hold
such shares until after the event requiring adjustment.




                                       9.
<PAGE>   10

        3.9     NOTICES OF CHANGE.

                (a) Within 10 business days after any adjustment in the number
or class of the shares subject to this Warrant and of the Stock Purchase Price,
the Company shall give written notice thereof to the Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.

                (b) The Company shall give written notice to the Holder at least
15 business days prior to the date on which the Company closes its books or
takes a record for determining rights to receive any dividends or distributions.

                (c) The Company shall also give written notice to the Holder at
least 15 business days prior to the date on which an Organic Change shall take
place.

        4. ISSUE TAX. The issuance of certificates for shares of Common Stock
upon the exercise of the Warrant shall be made without charge to the Holder of
the Warrant for any issue tax (other than any applicable income taxes) in
respect thereof; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any certificate in a name other than that of the then
Holder of the Warrant being exercised.

        5. CLOSING OF BOOKS. The Company will at no time close its transfer
books against the transfer of any warrant or of any shares of Common Stock
issued or issuable upon the exercise of any warrant in any manner which
interferes with the timely exercise of this Warrant.

        6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Other than as
set forth herein, nothing contained in this Warrant shall be construed as
conferring upon the Holder hereof the right to vote or to consent or to receive
notice as a shareholder of the Company or any other matters or any rights
whatsoever as a shareholder of the Company. No dividends or interest shall be
payable or accrued in respect of this Warrant or the interest represented hereby
or the shares purchasable hereunder until, and only to the extent that, this
Warrant shall have been exercised. No provisions hereof, in the absence of
affirmative action by any holder, and no mere enumeration herein of the rights
or privileges of the holder hereof, shall give rise to any liability of such
Holder for the Stock Purchase Price or as a shareholder of the Company, whether
such liability is asserted by the Company or by its creditors.

        7. WARRANTS TRANSFERABLE. Subject to compliance with applicable federal
and state securities laws, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the holder hereof (except
for transfer taxes), upon surrender of this Warrant properly endorsed. Each
taker and holder of this Warrant, by taking or holding the same, consents and
agrees that this Warrant, when endorsed in blank, shall be deemed negotiable,
and that the holder hereof, when this Warrant shall have been so endorsed, may
be treated by the Company, at the Company's option, and all other persons
dealing with this Warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented by this Warrant, or to
the transfer hereof on the books of the Company any notice to the contrary
notwithstanding; but until such transfer on such books, the Company may treat
the registered owner hereof as the owner for all purposes.



                                      10.
<PAGE>   11


        8. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and
obligations of the Company, of the holder of this Warrant and of the holder of
shares of Common Stock issued upon exercise of this Warrant, shall survive the
exercise of this Warrant.

        9. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

        10. NOTICES. Any notice, request or other document required or permitted
to be given or delivered to the holder hereof or the Company shall be delivered
or shall be sent by certified mail, postage prepaid, to each such holder at its
address as shown on the books of the Company or to the Company at the address
indicated therefor in the first paragraph of this Warrant or such other address
as either may from time to time provide to the other.

        11. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets. All of the obligations of the
Company relating to the Common Stock issuable upon the exercise of this Warrant
shall survive the exercise and termination of this Warrant. All of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the holder hereof.

        12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of California.

        13. LOST WARRANTS. The Company represents and warrants to the Holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

        14. FRACTIONAL SHARES. No fractional shares shall be issued upon
exercise of this Warrant. The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Stock Purchase Price.

        15. SPECIFIC PERFORMANCE. The parties hereto hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
or to their heirs, personal representatives, or assigns by reason of a failure
to perform any of the obligations under this Warrant and agree that the terms of
this Warrant shall be specifically enforceable. If any party hereto or his
heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such
action or proceeding is brought hereby waives the claim or defense therein that
such party or such personal representative has an adequate remedy 



                                      11.
<PAGE>   12


at law, and such person shall not offer in any such action or proceeding the
claim or defense that such remedy at law exists.

        IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this ______ day of December,
1998.

                                           AMERICAN TECHNOLOGY CORPORATION,
                                           a Delaware corporation


                                           By: /s/ CORNELIUS J. BROSNAN
                                               ----------------------------
                                               Cornelius J. Brosnan
                                               President
ATTEST:


/s/ ROBERT PUTNAM
-------------------------
Robert Putnam
Assistant Secretary





                                      12.
<PAGE>   13


                                    EXHIBIT A

                                SUBSCRIPTION FORM



                                                  Date: _________________, _____

American Technology Corporation
13114 Evening Creek Drive South
San Diego, California 92128

Attn:  President

Ladies and Gentlemen:

?       The undersigned hereby elects to exercise the warrant issued to it by
        American Technology Corporation (the "Company") and dated December
        _____, 1998 Warrant No. W-___ (the "Warrant") and to purchase thereunder
        __________________________________ shares of the Common Stock of the
        Company (the "Shares") at a purchase price of Six Dollars ($6.00) per
        Share or an aggregate purchase price of
        __________________________________ Dollars ($__________) (the "Purchase
        Price").

Pursuant to the terms of the Warrant the undersigned has delivered the aggregate
Purchase Price herewith in full in cash or by certified check or wire transfer.



                                            Very truly yours,

                                            --------------------------------

                                            By:
                                               -----------------------------

                                            Title:
                                                  --------------------------






                                      13.