AURA SYSTEMS INC
STOCK PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>STOCK PLEDGE AGREEMENT
<TEXT>


                             STOCK PLEDGE AGREEMENT


                  STOCK  PLEDGE  AGREEMENT,  dated as of February 22, 2000 (this
"Agreement"),   between  AURA  SYSTEMS,   INC.,  a  Delaware   corporation  (the
"Pledgor"), and HW PARTNERS, LP, as agent (the "Pledgee" or the "Agent") for the
benefit of the Funds (as  defined  below)  under the  Secured  Notes (as defined
below). Unless the context otherwise requires,  terms used herein and defined in
the Secured Notes (as defined below) shall be used herein as so defined.


                              W I T N E S S E T H :


                  WHEREAS,  each of Infinity Investors Limited,  Glacier Capital
Limited,  Global Growth Limited and Summit Capital  Limited  (collectively,  the
"Funds")  is the holder of  certain  of the  Pledgor's  Variable  Interest  Rate
Convertible  Notes due  September  30,  1998 (the  "Original  Notes")  which are
secured by certain  assets of the Pledgor as specified  in that  certain  Pledge
Agreement dated September 30, 1997;

                  WHEREAS, on the date hereof the Pledgor will issue and deliver
Secured Notes of even date herewith in an aggregate amount of $12,500,000.00 (as
modified, supplemented or amended from time to time, the "Secured Notes") to the
Funds in exchange  for Original  Notes held by the Funds after giving  effect to
the Assignment (the "Exchange");

                  WHEREAS,  the Pledgor  owns all of the issued and  outstanding
capital stock of the following subsidiaries (collectively,  the "Subsidiaries"):
Aura  Ceramics,  Inc.,  a  Delaware  corporation,  AuraSound,  Inc.,  a Delaware
corporation,  Aura Medical  Systems,  Inc., a Delaware  corporation,  Aura Tech,
Inc.,  a  Delaware  corporation,  Electrotec  Productions,  Inc.,  a  California
corporation, DS Oscillator, Inc., a California corporation,  Philips Sound Labs,
Inc., a Nevada  corporation  and Electrotec  Audio Lease Limited,  a corporation
organized and existing under the laws of England;

                  WHEREAS,  it is a condition to the  Exchange  that the Pledgor
shall have executed and delivered to the Pledgee this Agreement; and

                  WHEREAS,  the  Pledgor  desires to execute  and  deliver  this
Agreement  in  order  to  satisfy  the  condition  described  in  the  preceding
paragraph;

                  NOW,  THEREFORE,  in  consideration of the foregoing and other
benefits  accruing to the  Pledgor,  the receipt  and  sufficiency  of which are
hereby acknowledged,  the Pledgor hereby makes the following representations and
warranties  to the Agent and the Funds and hereby  covenants and agrees with the
Agent and each of the Funds as follows:

                  1. SECURITY FOR the SECURED OBLIGATIONS. This Agreement is for
the benefit of the Agent and the Funds to secure the payment and  performance of
the following  obligations  and  liabilities,  whether now existing or hereafter
arising (the "Secured Obligations"):

                  (i) the full and prompt  payment when due of all principal and
interest  under the  Secured  Notes,  the payment of all other  Obligations  and
liabilities  (including,  without limitation,  expenses,  fees,  indemnities and
interest thereon) of the Pledgor under, arising out of or in connection with the
Secured  Notes or any other  Transaction  Document and the due  performance  and
compliance by the Pledgor with the terms thereof;

                  (ii) any and all sums  advanced  by the  Agent or the Funds in
order to preserve  the  Collateral  or  preserve  the  security  interest in the
Collateral granted herein;

                  (iii) in the event of any  proceeding  for the  collection  or
enforcement of any  indebtedness,  obligations,  or  liabilities  referred to in
clause (i) above,  after an Event of Default  has  occurred  (which has not been
cured  in  accordance  with the  terms of the  Secured  Notes),  the  reasonable
expenses of retaking, holding, preparing for sale or lease, selling or otherwise
disposing or realizing on the Collateral, or of any exercise by the Agent of its
rights hereunder with respect thereto,  together with reasonable attorneys' fees
and court costs; and

                  (iv) all amounts paid by any Indemnitee (as defined in Section
8  hereof)  as to which  such  Indemnitee  has the right to  indemnification  or
reimbursement from the Pledgor under this Agreement.

                  2. DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:

                  "Stock"  shall mean all the issued and  outstanding  shares of
capital  stock  of the  Subsidiaries  or any  other  subsidiary  of the  Pledgor
(excluding  New Com,  Inc.,  Aura  Realty,  Inc.  and MYS  Corporation),  now or
hereafter owned by the Pledgor.

                  All Stock pledged hereunder is hereinafter called the "Pledged
Stock," and the Pledged Stock, together with all proceeds thereof, including any
securities and moneys received and at the time held by the Pledgor hereunder, is
hereinafter called the "Collateral."

                  3.       PLEDGE OF STOCK, ETC.

                  3.1  Pledge.  To secure the  Secured  Obligations  and for the
purposes  set forth in Section 1, the Pledgor  (i) hereby  grants to the Agent a
security  interest in the  Collateral,  (ii)  hereby  pledges as security to the
Agent all Stock now or hereafter owned by the Pledgor, and (iii) hereby assigns,
transfers,  hypothecates,  mortgages,  charges  and sets  over to the  Agent (as
security)  all of the Pledgor's  right,  title and interest in and to such Stock
(and in and to the certificates or instruments evidencing such Stock).

                  3.2 Subsequently  Acquired Stock. If the Pledgor shall acquire
(by purchase,  stock dividend,  conversion or otherwise) any additional Stock at
any time or from time to time after the date  hereof,  the  Pledgor  agrees that
such  additional  Stock  shall be subject to the  security  interest  and pledge
created hereby,  without the need for the execution of any further  documents or
instruments,  and agrees to immediately  deposit such Stock as security with the
Agent and deliver to the Agent certificates therefor accompanied by stock powers
duly executed in blank by the Pledgor or such other  instruments  of transfer as
are  acceptable  to the Agent,  and,  upon request of the Agent,  will  promptly
thereafter deliver to the Agent a certificate executed by the Pledgor describing
such Stock and  certifying  that the same has been duly  pledged  with the Agent
hereunder.

                  3.3  Uncertificated  Stock.  Notwithstanding  anything  to the
contrary  contained  in Sections  3.1 and 3.2 above,  if any Stock  (whether now
owned or hereafter acquired) consists of an uncertificated security, the Pledgor
shall  promptly  notify the Agent  thereof and shall  promptly  take all actions
required to perfect the  security  interests of the Agent under  applicable  law
(including,  in any event,  under all  applicable  provisions  of the UCC of all
relevant jurisdictions).  The Pledgor further agrees to take such actions as the
Agent deems  necessary or desirable  to effect the  foregoing  and to permit the
Agent to  exercise  any of its  rights  and  remedies  hereunder,  and agrees to
provide an opinion of counsel in form and  substance  satisfactory  to the Agent
with respect to any such pledge of uncertificated Stock promptly upon request of
the Agent.

                  3.4 Voting, Etc., While No Event of Default.  Unless and until
an Event of Default has occurred  (which has not been cured in  accordance  with
the terms of the Secured  Notes),  the Pledgor shall be entitled to vote any and
all Pledged  Stock and to give  consents,  waivers or  ratifications  in respect
thereof,  provided  that  no  vote  shall  be cast  or any  consent,  waiver  or
ratification  given or any action taken which would  violate or be  inconsistent
with any of the terms of this Agreement,  or any other Transaction  Document, or
any other instrument or agreement referred to herein or therein,  or which could
reasonably be expected to have a Material Adverse Effect. All such rights of the
Pledgor to vote and to give consents, waivers and ratifications shall cease upon
the  occurrence  of an Event of Default  (which has not been cured in accordance
with the Secured Notes), and Section 5 hereof shall become applicable.

                  4.  DIVIDENDS  AND OTHER  DISTRIBUTIONS.  Unless and until the
occurrence of an Event of Default  (which has not been cured in accordance  with
the Secured Notes),  all cash dividends  payable in respect of the Pledged Stock
shall be paid to the Pledgor,  provided that all dividends payable in respect of
the Pledged Stock (except cash dividends paid to the Pledgor in accordance  with
Section  4.4(b)  of  the  Secured  Notes  as a  result  of  the  liquidation  or
disposition  of  Non-Core  Assets)  which are  determined  by the Agent,  in its
absolute  discretion,  to  represent  in  whole  or in  part  an  extraordinary,
liquidating  or other  distribution  in return of  capital  shall be paid to the
Agent and retained by it as part of the Collateral. Subject to Section 4.3(e) of
the Secured Notes, the Agent shall also be entitled to receive directly,  and to
retain as part of the Collateral:

                  (a) all other or  additional  stock or  securities or property
(other  than  cash) paid or  distributed  by way of  dividend  in respect of the
Pledged Stock;

                  (b) all  other or  additional  stock or  other  securities  or
property (including cash) paid or distributed in respect of the Pledged Stock by
way of stock-split, spin-off, split-up, reclassification,  combination of shares
or similar rearrangement; and

                  (c) all  other or  additional  stock or  other  securities  or
property  which  may be paid in  respect  of the  Collateral  by  reason  of any
consolidation,  merger, exchange of stock, conveyance of assets,  liquidation or
similar corporate reorganization.

                  5. REMEDIES IN CASE OF EVENT OF DEFAULT.  Upon the  occurrence
of an Event of Default (which has not been cured in accordance  with the Secured
Notes),  the Agent  shall be entitled  to  exercise  all the rights,  powers and
remedies  vested  in it  (whether  vested in it by this  Agreement  or any other
Transaction Document or by law) for the protection and enforcement of its rights
in  respect  of the  Collateral,  and  the  Agent  shall  be  entitled,  without
limitation, to exercise the following rights, which the Pledgor hereby agrees to
be commercially reasonable:

                  (a)  to  receive  (as  additional  Collateral  hereunder)  all
amounts payable in respect of the Collateral  otherwise  payable under Section 4
to the Pledgor; and

                  (b) at any  time  or  from  time  to  time  in a  commercially
reasonable manner to sell, assign and deliver, or grant options to purchase, all
or any part of the Collateral, or any interest therein, at any public or private
sale,  for  cash,  on  credit or for other  property,  for  immediate  or future
delivery without any assumption of credit risk, and for such price or prices and
on such terms as the Agent in its absolute  discretion may  determine,  provided
that at least ten (10) days' notice of the time and place of any such sale shall
be given to the Pledgor.  The Pledgor  hereby waives and releases to the fullest
extent  permitted by law any right or equity of  redemption  with respect to the
Collateral,  whether before or after sale hereunder,  and all rights, if any, of
marshaling the Collateral and any other security for the Secured  Obligations or
otherwise.  At any such sale,  unless prohibited by applicable law, the Agent or
any  Fund  on its  behalf  may  bid  for  and  purchase  all or any  part of the
Collateral so sold free from any such right or equity of  redemption.  The Agent
and the Funds shall not be liable for failure to collect or realize  upon any or
all of the  Collateral  or for any  delay in so doing  nor  shall any of them be
under any obligation to take any action whatsoever with regard thereto.

                  Notwithstanding  anything to the  contrary  contained  herein,
upon the  occurrence  of an  Event  of  Default  (which  has not  been  cured in
accordance with the Secured  Notes),  the Agent shall have the right to vote any
and all Pledged Stock and to give consents,  waivers or ratifications in respect
thereof in the Agent's sole discretion.

                  6. APPLICATION OF PROCEEDS.  All moneys collected by the Agent
upon any sale or other  disposition of the  Collateral,  together with all other
moneys received by the Agent  hereunder,  shall be applied to the payment of all
costs and  expenses  incurred  by the Agent in  connection  with such sale,  the
delivery of the  Collateral  or the  collection  of any such moneys  (including,
without  limitation,  attorneys'  fees and  expenses),  and the  balance of such
moneys  shall be held by the Agent and  applied  by it to  satisfy  the  Secured
Obligations.

                  7.  PURCHASERS OF COLLATERAL.  Upon any sale of the Collateral
by the Agent  hereunder  (whether by virtue of the power of sale herein granted,
pursuant  to  judicial  process or  otherwise),  the receipt of the Agent or the
officer  making the sale shall be a  sufficient  discharge  to the  purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the  application  of any part of the purchase  money paid
over  to the  Agent  or  such  officer  or be  answerable  in any  way  for  the
misapplication or nonapplication thereof.

                  8.       INDEMNITY.

                  8.1   Indemnification.   Except  with  respect  to  litigation
concerning  the  priority of  Permitted  Liens or  assertions  by the Company in
accordance with the last sentence of Section 2.1 of the Security Agreement,  the
Pledgor agrees to indemnify,  reimburse and hold the Agent and each of the Funds
and its respective officers,  directors,  employees,  representatives and agents
(hereinafter in this Section 8.1 referred to  individually  as "Indemnitee"  and
collectively  as   "Indemnitees")   harmless  from  any  and  all   liabilities,
obligations,  losses, damages,  penalties,  claims, actions,  judgments,  suits,
costs,  expenses or  disbursements  (including  reasonable  attorneys'  fees and
expenses) (for the purposes of this Section 8.1, the foregoing are  collectively
called  "Expenses")  of  whatsoever  kind or  nature  which may be  imposed  on,
asserted against or incurred by any of the Indemnitees in any way relating to or
arising out of this Agreement,  any other Transaction  Document or the documents
executed in connection  herewith or therewith or in any other way connected with
the  administration  of the transactions  contemplated  hereby or thereby or the
enforcement of any of the terms of or the  preservation  of any rights under any
thereof,  or in any way relating to or arising out of the  ownership,  purchase,
delivery, control, acceptance, financing, possession, condition, sale, return or
other  disposition  or use of the  Collateral,  the violation of the laws of any
country,  state or other  governmental  body or unit,  any tort or any  contract
claim; provided that no Indemnitee shall be indemnified pursuant to this Section
8.1 for  Expenses  to the  extent  caused by the  gross  negligence  or  willful
misconduct of such  Indemnitee.  The Pledgor  agrees that upon written notice by
any Indemnitee of any assertion that could give rise to an Expense,  the Pledgor
shall assume full responsibility for the defense thereof. Each Indemnitee agrees
to use its best efforts to promptly  notify the Pledgor of any such assertion of
which such Indemnitee has knowledge.

                  8.2 Preservation of Collateral. Subject to Section 8.1 hereof,
the Pledgor  agrees to pay, or reimburse  the Agent for (if the Agent shall have
incurred fees, costs or expenses because the Pledgor shall have failed to comply
with its obligations  under this Agreement or any other  Transaction  Document),
any and all fees,  costs and  expenses  of whatever  kind or nature  incurred in
connection  with the  preservation  or  protection  of the Agent's Liens on, and
security interest in, the Collateral,  including,  without limitation,  all fees
and  taxes in  connection  with the  recording  or  filing  of  instruments  and
documents in public offices,  payment or discharge of any taxes or Liens upon or
in  respect  of the  Collateral  and all  other  fees,  costs  and  expenses  in
connection  with  protecting,  maintaining  or preserving the Collateral and the
Agent's interest therein,  whether through judicial proceedings or otherwise, or
in defending or prosecuting any actions,  suits or proceedings arising out of or
relating to the Collateral.

                  8.3 Pledgor's  Misrepresentation.  Subject to Sections 8.1 and
8.2  hereof,  the  Pledgor  agrees to pay,  indemnify  and hold each  Indemnitee
harmless from and against any expenses which such Indemnitee may suffer,  expend
or  incur in  consequence  of or  growing  out of any  misrepresentation  by the
Pledgor in this Agreement or any other Transaction  Document or in any statement
or writing  contemplated  by or made or delivered  pursuant to or in  connection
with this Agreement or any other Transaction Document.

                  8.4 Contribution. If and to the extent that the obligations of
the Pledgor under this Section 8 are unenforceable  for any reason,  the Pledgor
hereby agrees to make the maximum  contribution to the payment and  satisfaction
of such obligations which is permissible under applicable law.

                  8.5 Survival.  Any amounts paid by any  Indemnitee as to which
such  Indemnitee  has  the  right  to  reimbursement  shall  constitute  Secured
Obligations,  as the case  may be,  secured  by the  Collateral.  The  indemnity
obligations  of the Pledgor  contained in this Section 8 shall  continue in full
force and effect  notwithstanding  the full payment of the Secured Notes and all
of the other Secured Obligations and notwithstanding the discharge thereof.

                  9.       FURTHER ASSURANCES; POWER OF ATTORNEY.

                  9.1 Further  Acts.  The Pledgor  agrees that it will join with
the Agent in executing and, at its own expense, file and refile under the UCC of
all relevant  jurisdictions such financing statements,  continuation  statements
and other documents in such offices as the Agent may deem necessary or desirable
and  wherever  required or permitted by law in order to perfect and preserve the
Agent's security interests in the Collateral and hereby (i) authorizes the Agent
to file financing  statements and amendments thereto relative to all or any part
of the Collateral  without the signature of the Pledgor where  permitted by law,
(ii) irrevocably designates the Agent as its attorney-in-fact (which designation
shall be and shall be deemed to be coupled with an interest) to execute and file
on its behalf any and all  financing  statements,  continuation  statements  and
other documents  related  thereto,  and (iii) agrees to do such further acts and
things and to execute  and  deliver  to the Agent such  additional  conveyances,
assignments,  agreements and instruments as the Agent may reasonably  require or
deem advisable to carry into effect the purposes of this Agreement or to further
assure and confirm unto the Agent its rights, powers and remedies hereunder.

                  9.2 Power of Attorney.  The Pledgor hereby  appoints the Agent
as its  attorney-in-fact  (which  appointment shall be and shall be deemed to be
coupled with an  interest),  with full  authority in the place and stead of such
Pledgor and in the name of such  Pledgor or  otherwise,  from time to time after
the  occurrence  of an Event of Default  (which has not been cured in accordance
with the terms of the  Secured  Notes),  to take any action  and to execute  any
instrument  which  the Agent may  reasonably  deem  necessary  or  advisable  to
accomplish the purposes of this Agreement including, without limitation, to ask,
demand,  collect, sue for, recover,  compound,  receive and give acquittance and
receipts  for  moneys  due and to  become  due under or in  connection  with the
Collateral,  to receive,  endorse  and collect any drafts or other  instruments,
documents  and chattel  paper in  connection  with the  Collateral,  to file any
claims or take any action or institute any  proceedings  that the Agent may deem
to be necessary or desirable for the collection thereof or to enforce compliance
with the terms and  conditions  of this  Agreement,  and to make and execute all
conveyances,  assignments  and transfers of the Collateral sold pursuant to this
Agreement,  and the Pledgor hereby  ratifies and confirms all that the Agent, as
said  attorney-in-fact,  shall do by virtue  hereof.  Nevertheless,  the Pledgor
shall,  if so  requested  by the Agent,  ratify and confirm any sale or sales by
executing and delivering to the Agent,  or to such purchaser or purchasers,  all
such  instruments as may, in the reasonable  judgment of the Agent, be advisable
for the purposes of this Section 9.  Notwithstanding  the  foregoing,  except as
required by  applicable  law,  the Agent shall not be  obligated to exercise any
right or duty as  attorney-in-fact,  and shall have no duties to the  Pledgor in
connection therewith.

                  10. TRANSFER BY THE PLEDGOR.  Except as otherwise  provided in
Section 4 hereof,  the Pledgor will not sell or otherwise  dispose of, grant any
option with respect to, or create,  incur, assume or suffer to exist any Lien on
any portion of the  Collateral  (except the Liens created by this  Agreement and
other Permitted Liens).

                  11. REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE PLEDGOR.
The  Pledgor  represents  and  warrants  that:  (i) it is the legal,  record and
beneficial  owner of, and has good and marketable  title to, the Stock described
in  Section 2 hereof,  subject  to no Lien  (except  the Liens  created  by this
Agreement  and other  Permitted  Liens);  (ii) it has full power,  authority and
legal right to pledge all such Stock pursuant to this  Agreement;  (iii) all the
shares of such  Stock  have been duly and  validly  issued,  are fully  paid and
nonassessable;   (iv)  this  Agreement  creates  as  security  for  the  Secured
Obligations a valid and enforceable perfected Lien in favor of the Agent for the
benefit of the Funds of first priority on all of the Collateral  superior to all
Liens (subject to the priority rights of holders of Permitted Liens of the types
described  in clauses (c) and (i) of Section  4.1 of the  Secured  Notes and any
extension,  renewal or  replacement  thereof to the extent  permitted by Section
4.1(k) of the Secured Notes); (v) no consent,  filing, recording or registration
is required to perfect the Lien purported to be created by this  Agreement;  and
(vi) each of the representations  and warranties  contained in Section 2 of each
Secured Note is true and correct.  The Pledgor covenants and agrees that it will
defend the Agent's right,  title and Lien in and to the  Collateral  against the
claims and demands of all Persons;  and the Pledgor covenants and agrees that it
will have  like  title to and right to  pledge  any other  property  at any time
hereafter pledged to the Agent as Collateral hereunder.

                  12. PLEDGOR'S  OBLIGATIONS  ABSOLUTE,  ETC. The obligations of
the Pledgor under this Agreement shall be absolute and  unconditional  and shall
remain in full force and effect  without  regard to, and shall not be  released,
suspended, discharged,  terminated or otherwise affected by, any circumstance or
occurrence  whatsoever,   including,   without  limitation:   (i)  any  renewal,
extension,  amendment  or  modification  of, or  addition  or  supplement  to or
deletion  from,  any of the  Transaction  Documents or any other  instrument  or
agreement  referred to therein,  or any  assignment  or transfer of any thereof;
(ii) any waiver,  consent,  extension,  indulgence  or other  action or inaction
under or in respect of any such instrument or agreement or this Agreement or any
exercise or  non-exercise of any right,  remedy,  power or privilege under or in
respect  of  this  Agreement  or  any  other  Transaction  Document;  (iii)  any
furnishing of any additional  security to the Agent or any acceptance thereof or
any sale, exchange, release, surrender or realization of or upon any security by
the Agent; or (iv) any invalidity,  irregularity or  unenforceability  of all or
part of the Secured Obligations or of any security therefor.

                  13.  PRIVATE  SALE,  ETC.  If at any time when the Agent shall
determine  to exercise  its right to sell all or any part of the  Pledged  Stock
pursuant to Section 5, such  Pledged  Stock or the part thereof to be sold shall
not, for any reason whatsoever,  be effectively  registered under the Securities
Act of 1933,  as then in  effect,  and the Agent may,  in its sole and  absolute
discretion,  sell such  Pledged  Stock or part  thereof by private  sale in such
manner and under such circumstances as the Agent may deem necessary or advisable
in order  that such sale may  legally be  effected  without  such  registration,
provided  that at least ten (10) days'  notice of the time and place of any such
sale shall be given to the  Pledgor.  Without  limiting  the  generality  of the
foregoing, in any such event the Agent, in its sole and absolute discretion, (i)
may  proceed  to make such  private  sale  notwithstanding  that a  registration
statement  for the purpose of  registering  such  Pledged  Stock or part thereof
shall have been filed under such Securities Act, (ii) may approach and negotiate
with a single possible purchaser to effect such sale and (iii) may restrict such
sale to a  purchaser  who will  represent  and  agree  that  such  purchaser  is
purchasing  for its own  account,  for  investment,  and not  with a view to the
distribution or sale of such Pledged Stock or any part thereof.

                  14.  TERMINATION;  RELEASE.  Upon the  payment  in full of all
Secured Obligations or the sale or other disposition of the Pledged Stock by the
Pledgor in accordance  with Section 4.3(d) of the Secured Notes,  this Agreement
shall terminate,  and the Agent, at the request and expense of the Pledgor, will
execute  and  deliver  to  the  Pledgor  a  proper   instrument  or  instruments
acknowledging the satisfaction and termination of this Agreement,  and will duly
assign,  transfer and deliver to the Pledgor  (without  recourse and without any
representation  or  warranty)  such  of  the  Pledged  Stock  as  may  be in the
possession of the Agent and has not theretofore  been sold or otherwise  applied
or released pursuant to this Agreement.

                  15.  NOTICES,   ETC.  All  notices  and  other  communications
hereunder  shall be made at the  addresses,  in the  manner  and with the effect
provided in Section 11.4 of the Secured Notes.

                  16.  MISCELLANEOUS.  This Agreement  shall be binding upon and
inure to the benefit of and be  enforceable  by the  respective  successors  and
assigns of the  parties  hereto;  provided,  however,  that the  Pledgor may not
assign or transfer any of its rights or obligations  hereunder without the prior
written consent of the Agent. This Agreement may be changed, waived,  discharged
or terminated only by an instrument in writing signed by the party against which
enforcement  of such change,  waiver,  discharge or  termination  is sought.  No
failure to exercise, and no delay in exercising, on the part of the Agent or any
of its agents, any right, power or privilege hereunder shall operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise  of any  other  right,  power or  privilege.  This  Agreement  shall be
construed in  accordance  with and governed by the law of the State of New York.
The  headings of the several  sections and  subsections  in this  Agreement  are
inserted  for  convenience  only and shall not in any way affect the  meaning or
construction of any provision of this Agreement.  This Agreement may be executed
in any number of  counterparts  and by the different  parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one and the same instrument.




<PAGE>



                                                 [SIGNATURE PAGE]
                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be  executed by their duly  authorized  officer or agent as of the
date first indicated above.

                                                  AURA SYSTEMS, INC., as Pledgor



                                                     By:
                                                     Name:  Gerald Papazian
                                                     Title: President





                                                     By:
                                                     Name: Steven C. Veen
                                                     Title:Senior Vice President

<PAGE>


                                                 [SIGNATURE PAGE]


                                           HW PARTNERS, LP, as Pledgee and Agent
                                                         for the Funds

                                                     By:    HW Finance, LLC
                                                            Its Managing Partner

                                                     By:
                                                     Name: Stuart J. Chasanoff
                                                     Title:Senior Vice President



<PAGE>












                                                    ANNEX A to
                                                 Pledge Agreement


                                                   List of Stock


<TABLE>
<CAPTION>
                                                                                                            Percentage of
                                                                                                             Outstanding
                                      Type of                     Number of                     Shares of
Name of Issuing Corporation            Shares                      Shares                     Capital Stock
<S>     <C>    <C>    <C>    <C>    <C>    <C>

</TABLE>
</TEXT>
</DOCUMENT>
