Abstract: An active noise conditioning system for use with a combustion engine exhaust system is provided. A controller receives an exhaust noise signal, along with various other feedback signals for producing an anti-noise signal in response to the input signals. An amplifier is provided for receiving and amplifying the anti-noise signal. A wave generator receives the amplified anti-noise signal and generates an audio anti-noise signal. The output of the wave generator is collocated with the exhaust pipe of the exhaust system, where the audio anti-noise signal and the exhaust noise are acoustically coupled, which effects cancelling of the exhaust noise.