$3,200,000 March 26, 1999
FOR VALUE RECEIVED, Yoshikazu Masayoshi, Sadao Masayoshi, Sachie Masayoshi and Kazuaki
Masayoshi (jointly and severally, the "Maker") promise to pay to the order of Aura Systems, Inc. (the "Initial
Payee") Three Million Two Hundred Thousand Dollars ($3,200,000.00) at 2335 Alaska Avenue, E1 Segundo,
California 90245 or such other address as the Initial Payee or any subsequent holder of this Note (the holder
from time to time being the "Payee") may designate from time to time, together with interest in accordance with
1. Payment. Principal and interest shall be payable in twelve (12) equal monthly installments of $290,000.00
commencing May 15, 1999 and continuing on the first business day of each month thereafter.
2. Prepayment. The Maker may prepay this Note in whole at any time by paying the full amount of all installments
remaining unpaid (that is (i) $290,000.00 multiplied by (ii)(x) twelve (12) minus (y) the number of installments
previously paid), and may not otherwise prepay this Note.
3.1 Acceleration. If any "Default" (as defined in section 3.2) shall occur, including the expiration of any grace
period provided for in section 3.2, then, without further demand or notice, the entire unpaid balance of principle
and interest pursuant to this Note shall become immediately due and payable, and the Payee shall have all the
rights and remedies available to it under applicable law.
3.2 Definition. Thc occurrence of any of the following events shall constitute a "Default" pursuant to this Note:
3.2.1 Thc Maker shall fail to pay any installment due under this Note within three
(3) business days of its due date or any check given in payment of an installment shall be returned as uncollected;
3.2.2 Any Maker shall make an assignment for the benefit of his creditors or admit in writing his inability to pay
his debts as they become due; or
3.2.3 Any Maker shall be adjudicated a bankrupt, or a custodian, trustee or recei