AMBIENT CORP /NY
SB-2/A, EX-10.28, 2000-11-14
BUSINESS SERVICES, NEC
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                                   AMENDMENT 1
                                     to the
                              Consulting Agreement

      This Amendment 1 (the "Amendment") to the Consulting Agreement executed
between Ambient Corporation (the "Company") and Rivermill Limited ("the
Consultant") and dated 27 March 2000 (the "Agreement"), is effective as of
September 1, 2000 (the "Effective Date").

                               W I T N E S S E T H

      WHEREAS, the Parties have agreed to amend and modify certain terms of the
Agreement and

      Now Therefore, in consideration of the mutual promises contained herein,
the Parties agree as follows:

1. All terms of the Agreement not specifically amended as hereinafter set forth
shall remain in full force and effect. Upon the effectiveness of this Amendment
No. 1 to the Agreement, all references to the "Agreement" shall include and be
deemed to refer to the Amended Agreement.

2. Section 3 of the Agreement is deleted in full and the following shall be
substituted therefor:

      This Agreement shall continue in full force and effect through September
      30, 2000 and shall terminate at that time without the need for any action
      by the Parties, unless the parties mutually agree otherwise.

3. A Section 2.1.1 shall be added as follows:

      The Company shall issue to the Consultant as full and final consideration
      for the early termination of this Agreement as set forth in section 3 of
      the Amended Agreement and for all services rendered to date, an additional
      200,000 shares of the Company's Common Stock, par value $0.001, forthwith
      upon the adoption of a resolution by a duly constituted general meeting of
      the Company authorizing an increase in the share capital of common stock
      of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Ambient Corporation           Rivermill Limited


s/ Michael Braunold           s/ Anthony Charles
-----------------------       ------------------------
Michael Braunold              Anthony Charles



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