<PAGE>
                                                                    EXHIBIT 4.2


        THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT
STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

                              COMMON STOCK WARRANT

                                       OF

                                 EUPHONIX, INC.

        This Warrant is being issued pursuant to that certain Secured Promissory
Note, dated ________, 200_ (the "Note"), by and between Euphonix, Inc., a
California corporation (the "Company"), and the Investors (as defined therein).

        This certifies that, for value received, ________ (the "Warrantholder")
is entitled, on the terms and subject to conditions set forth below, to
subscribe for and purchase from the Company at the Warrant Price defined in
Section 2 below, _____________ shares of fully paid and non-assessable shares of
the Company's Common Stock (the "Warrant Shares"). Such Warrant Price and such
number of Warrant Shares shall be subject to adjustment upon occurrence of the
contingencies set forth in this Warrant.

        Upon delivery of this Warrant (with the Notice of Exercise in the form
attached as Attachment A), together with payment of the Warrant Price for the
Warrant Shares thereby purchased, which payment may be made by converting this
Warrant or any portion thereof pursuant to Section 3 below ("Warrant
Conversion"), at the principal office of the Company or at such other office or
agency as the Company may designate by notice in writing to the holders hereof,
the holder of this Warrant shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. All Warrant Shares which may
be issued upon the exercise of this Warrant will, upon issuance, be fully paid
and non-assessable and free from all taxes, liens and charges with respect
thereto.

        This Warrant is subject to the following terms and conditions:


<PAGE>


        1. Term of Warrant. This Warrant may be exercised in whole or in part,
at any time after such time as the Company has obtained shareholder approval of
an amendment to the Company's Articles of Incorporation to authorize a
sufficient number of additional shares of Common Stock for potential issuance
upon exercise of this Warrant, and prior to the earlier to occur of (i) 5:00
p.m., Pacific time, on the five-year anniversary of the date of this Warrant,
and (ii) five business days prior to the estimated closing date of an
Acquisition (as defined below) (the "Term"); provided, however, that in the
event this Warrant is exercised, in whole or in part, in connection with an
Acquisition, such exercise by the Warrantholder may be conditioned upon the
consummation of the Acquisition if so indicated by the Warrantholder pursuant to
the Notice of Exercise. For purposes of this Warrant, "Acquisition" shall mean a
sale of substantially all of the assets of the Company, or a merger or
consolidation of the Company with or into another corporation or entity,
pursuant to which the stockholders immediately prior to such merger or
consolidation hold less than 50% of the voting equity securities of the
surviving or acquiring entity immediately following such merger or
consolidation. Upon the expiration of the Term, this Warrant, to the extent not
exercised, shall terminate.

        2. Warrant Price. The exercise price of this Warrant (the "Warrant
Price") shall equal $0.01.

        3. Method of Exercise.

            (a) Cash Exercise. The purchase rights represented by this Warrant
may be exercised by the Warrantholder, in whole or in part, by the surrender of
this Warrant (with the duly executed Notice of Exercise attached as Attachment
A) at the principal office of the Company, and by the payment to the Company, by
certified or cashier's check, wire transfer or other acceptable means to the
Company, of an amount equal to the aggregate Warrant Price of the Warrant Shares
being purchased.

            (b) Net Issue Exercise. In lieu of exercising this Warrant for cash
under Section 3(a) above, the Warrantholder may elect to receive Warrant Shares
equal to the value of this Warrant (or the portion thereof being cancelled) by
surrender of this Warrant at the principal office of the Company and
specification of such election on the Notice of Election, in which event the
Company shall issue to the Warrantholder a number of Warrant Shares computed
using the following formula:

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

        Where  X      =      the number of Warrant Shares to be issued to the
                             Warrantholder.

               Y      =      the number of Warrant Shares for which this Warrant
                             is then being exercised.

               A      =      the fair market value of one share of the Company's
                             Common Stock.

               B      =      the Warrant Price (as adjusted to the date of such
                             calculation).



                                      -2-
<PAGE>


        For purposes of this Section 3(b), the fair market value of the
Company's Common Stock shall mean the average closing price of the Company's
Common Stock quoted on the Nasdaq National Market, Nasdaq Small Cap Market or
Over-the-Counter Bulletin Board Market, or the closing prices quoted on any
exchange on which the Common Stock is listed, whichever is applicable, as
published in the Western Edition of The Wall Street Journal for the five trading
days prior to the date of determination of fair market value.

        4. Adjustment of Warrant Price and Number of Warrant Shares. The number
and kind of Warrant Shares purchasable upon the exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time in accordance
with the following provisions:

            (a) Reclassification or Consolidation. In case of any
reclassification, consolidation or change of outstanding securities of the class
issuable upon exercise of this Warrant (other than as a result of a subdivision
or combination), the Company shall execute a new Warrant, providing that the
holder of this Warrant shall have the right to exercise such new Warrant, and
procure upon such exercise in lieu of each Warrant Share previously issuable
upon exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification or change
by a holder of one Warrant Share. Such new Warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 4. The provisions of this Section 4(a) shall
similarly apply to successive reclassifications, consolidations or changes.

            (b) Subdivision or Combination of Shares. If the Company at any time
while this Warrant remains outstanding and unexpired shall subdivide or combine
its Common Stock, the Warrant Price shall be proportionately decreased in the
case of a sub-division or increased in the case of a combination.

            (c) Adjustment of Number of Shares. Upon each adjustment in the
Warrant Price as contemplated under Section 4(b) above, the number of Warrant
Shares purchasable hereunder shall be adjusted, to the nearest whole share, to
the product obtained by multiplying the number of shares purchasable immediately
prior to such adjustment in the Warrant Price by a fraction, the numerator of
which shall be the Warrant Price immediately prior to such adjustment and the
denominator of which shall be the Warrant Price immediately thereafter.

        5. Notices. Upon (i) any adjustment of the Warrant Price and any
increase or decrease in the Warrant Shares purchasable upon the exercise of this
Warrant, or (ii) a proposed Acquisition, the Company shall give written notice
of such adjustment and increase/decrease promptly thereafter, or, in the event
of an Acquisition, at least ten business days prior to the estimated closing
date of the Acquisition, to the registered holder of this Warrant (a "Notice").
The Notice shall be mailed to the address of such holder as shown on the books
of the Company and shall state (i) the Warrant Price as adjusted and/or the
increased or decreased number of Warrant Shares purchasable upon the exercise of
this Warrant, setting forth in reasonable detail the method of calculation of
each, or (ii) the terms and estimated timing of the proposed Acquisition, as the
case may be.

        6. Miscellaneous.



                                      -3-
<PAGE>

            (a) The terms of this Warrant shall be binding upon and shall inure
to the benefit of any successors or assigns of the Company and of any permitted
assigns of the Warrantholder. Neither this Warrant nor any right or obligation
hereunder may be transferred by the Warrantholder without the express written
consent of the Company.

            (b) No holder of this Warrant, as such, shall be entitled to vote or
receive dividends or be deemed to be a stockholder of the Company for any
purpose, nor shall anything contained in this Warrant be construed to confer
upon the holder of this Warrant, as such, any rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action,
receive notice of meetings or receive dividends, or otherwise.

            (c) Receipt of this Warrant by the holder hereof shall constitute
acceptance of and agreement to the foregoing terms and conditions.

            (d) 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 distribution, upon delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of such Warrant, the Company at
its expense will execute and deliver, in lieu thereof, a new Warrant of like
date and tenor.

            (e) Any provision of this Warrant may be amended, waived or modified
upon the written consent of both the Company and the Warrantholder; provided,
however, that the holders of the Warrants issued pursuant to the Note and
Warrant Purchase Agreement dated November 29, 2001 representing a majority of
the Warrant Shares issued or issuable upon exercise of such Warrants may amend,
waive or modify any provision of the Warrants on behalf of all holders of the
Warrants (including the Warrantholder).

            (f) This Warrant shall be governed by the internal substantive laws,
but not the choice of law rules, of the State of California.

                [remainder of the page intentionally left blank]



                                      -4-
<PAGE>

        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

        Dated: _________, 200_

                                        EUPHONIX, INC.



                                        By:___________________________________
                                           Jeffrey Chew, Chief Executive Officer


                                      -5-
<PAGE>



                                  ATTACHMENT A

                               NOTICE OF EXERCISE

TO:     Euphonix, Inc.
        220 Portage Avenue
        Palo Alto, CA  94306
        Attn:  Chief Executive Officer

        1. The undersigned hereby elects to purchase ___________ shares of the
Common Stock of Euphonix, Inc. (the "Shares") pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price of such
shares in full, together with all applicable transfer taxes, if any.

        2. The undersigned hereby elects to exercise the purchase right with
respect to ______% of such shares of such Common Stock through Warrant
Conversion, as set forth in Section 3(b) of the attached Warrant.

        3. Please issue a certificate(s) representing such shares of Common
Stock in the name of the undersigned or in such other name as is specified
below:

        ---------------------------------
        (Name)

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

        ---------------------------------
        (Address)

        4. If the attached Warrant is being exercised in connection with an
Acquisition, the undersigned hereby notifies Euphonix, Inc., by indicating
below, that its exercise hereunder is conditioned upon the consummation of the
Acquisition and, in the event the consummation of the Acquisition does not
occur, this Notice of Exercise shall be canceled and deemed null and void.

               __________ The undersigned hereby states that its exercise of the
               attached Warrant is conditioned upon the consummation of the
               Acquisition and, in the event the consummation of the Acquisition
               does not occur, this Notice of Exercise shall be canceled and
               deemed null and void.

        5. If the undersigned is electing to purchase the Shares prior to such
Shares being registered under the Securities Act of 1933, as amended (the
"Securities Act"), the undersigned represents that the Shares of Common Stock
are being acquired for the account of the undersigned for investment and not
with a view to, or for resale in connection with, the distribution thereof and
that the undersigned has no present intention of distributing or reselling such
Shares. In support thereof, the undersigned will execute the Investment
Representation Statement attached as Exhibit A. In the event the undersigned is
electing to purchase the Shares after such Shares have


                                      -6-
<PAGE>


been registered under the Securities Act pursuant to a registration statement
declared effective by the Securities and Exchange Commission, the undersigned
will execute a modified Investment Representation Statement reasonably
satisfactory to the Company.

                                        Signature of Warrantholder


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

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

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

                                        Date:
                                              ----------------------------------



                                      -7-
<PAGE>


                                    EXHIBIT A

        THIS STATEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO EUPHONIX, INC.
ALONG WITH THE NOTICE OF EXERCISE BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THE ATTACHED WARRANT WILL BE ISSUED.

                                 EUPHONIX, INC.

                                WARRANT EXERCISE

                       INVESTMENT REPRESENTATION STATEMENT

PURCHASER:  ______________________

COMPANY:  Euphonix, Inc.

SECURITY:  Common Stock

NUMBER OF SHARES:  _______________

DATE :_______________, 200__

        In connection with the purchase of the above-listed Securities, the
Purchaser represents to the Company the following:

        (a) It has substantial experience in evaluating and investing in private
placement transactions of securities in companies similar to the Company so that
it is capable of evaluating the merits and risks of its investment in the
Company and has the capacity to protect its own interests. It acknowledges that
its investment in the Company is highly speculative and entails a substantial
degree of risk and it is in a position to lose the entire amount of such
investment.

        (b) It is acquiring the Securities for investment for its own account,
not as a nominee or agent, and not with the view to, or for resale in connection
with, any distribution thereof. It understands that the Securities have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
but instead are issued pursuant to a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
its representations as expressed herein. It is an "accredited investor" within
the meaning of Regulation D, Rule 501(a), promulgated by the Securities and
Exchange Commission.

        (c) It acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Securities Act or unless an exemption from
such registration is available. It is aware of the provisions of Rule 144
promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the shares, the availability of



                                      -8-
<PAGE>


certain current public information about the Company, the resale occurring not
less than one year after a party has purchased and paid for the security to be
sold, the sale being effected through a "broker's transaction" or in
transactions directly with a "market maker" and the number of shares being sold
during any three-month period not exceeding specified limitations.

        (d) It understands that no public market may exist for any of the
Securities and that the Company has made no assurances that a public market may
exist for the Securities.

        (e) It has had an opportunity to discuss the Company's business,
management and financial affairs with its management. It has also had an
opportunity to ask questions of officers of the Company, which questions were
answered to its satisfaction. It understands that such discussions, as well as
any written information issued by the Company, were intended to describe certain
aspects of the Company's business and prospects but were not a thorough or
exhaustive description. It acknowledges that any business plans prepared by the
Company have been and continue to be subject to change and that such business
plans are necessary speculative in nature, and it can be expected that some or
all of the assumptions used in such plans may not materialize or may vary
significantly from actual results.

        (f) It understands that the certificates evidencing the Securities may
be imprinted with legend(s) which prohibit the transfer of the Securities unless
they are registered or such registration is not required in the opinion of
counsel for the Purchaser, reasonably satisfactory to the Company, or unless the
Company receives a no-action letter from the SEC.

        The following legends may be placed on the certificate(s) for the
Securities, or any substitutions therefor:

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
        INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
        ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF
        COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER
        IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
        SUCH ACT.

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
        RESTRICTIONS UPON TRANSFER AND MAY BE TRANSFERRED ONLY IN ACCORDANCE
        WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
        HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
        COMPANY.

        (g) In connection with any public offering of the Company's securities,
it agrees, upon request of the Company or the underwriters managing any
underwritten offering of the Company's securities, not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
of the Securities (other than those included in the registration) without the
prior written consent of the Company or such underwriters, as the case may be,
for such period of time


                                      -9-
<PAGE>

(not to exceed 90 days) from the effective date of such registration as may be
requested by the underwriters.

                                        Signature of Purchaser:


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

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

                                        Date:
                                              ----------------------------------


                                      -10-