This Agreement is made by and between K & K Enterprises, with principal offices in Noida, India ("Majority
Owner") and Aura Systems, Inc. ("Aura"), a Delaware corporation, with principal offices in El Segundo,
California, USA, for the formation of a joint venture between them.
WHEREAS, Aura has developed, and is the owner of patented and proprietary technology relating to the
development, design and manufacture of electromagnetic transducers;
WHEREAS, Aura has identified product applications incorporating the Aura patented and proprietary
WHEREAS, Aura does not possess the resources with which to pursue the manufacture of such product
WHEREAS, Majority Owner is interested in funding the further manufacture of products for such applications
incorporating the Aura proprietary technology in exchange for certain rights;
WHEREAS, to accomplish the above, the parties are desirous of entering into a joint venture to further the
development, design, manufacture and marketing of such industrial applications.
NOW, THEREFORE, the parties hereby acknowledge this Agreement to be the understanding reached by and
between the parties hereto as of the date set forth hereinbelow:
(a) The object of this Agreement is to form an India company to be called Dewan Aura International (hereinafter
referred to as "NEWCO") with principal offices in or about Noida under the joint ownership of Majority Owner
and Aura for the manufacture of products (within the scope of a certain license agreement more particularly set
forth hereinbelow) incorporating Aura patented and proprietary technology. NEWCO will conduct business as
an independent entity separate and apart from its shareholder.
(b) Majority Owner acknowledge that time is of the essence of making and performance of this Agreement.
(a) The ownership of NEWCO will be 40% held by Aura and 51% held by Majority Owner. Upon
incorporation of NEWCO as a privately held comp