SECURITY AGREEMENT
between
AURA SYSTEMS, INC.,
AURA CERAMICS, INC.,
AURASOUND, INC.
AURA MEDICAL SYSTEMS, INC.,
ELECTROTEC PRODUCTIONS, INC.,
DS OSCILLATOR, INC.,
PHILIPS SOUND LABS, INC.
and
ELECTROTEC AUDIO LEASE LIMITED
and
HW PARTNERS, LP,
as Agent for the Funds
Dated as of February 22, 2000
SECURITY AGREEMENT
SECURITY AGREEMENT (the "Agreement"), dated as of February 22, 2000, between AURA SYSTEMS,
INC., a Delaware corporation (the "Company") and each of AURA CERAMICS, INC., a Delaware
corporation ("Aura Ceramics"), AURASOUND, INC., a Delaware corporation ("AuraSound"), AURA
MEDICAL SYSTEMS, INC., a Delaware corporation ("Aura Medical"), ELECTROTEC PRODUCTIONS,
INC., a California corporation ("Electrotec Productions"), DS OSCILLATOR, INC., a California corporation
("DS Oscillator"), PHILIPS SOUND LABS, INC., a Nevada corporation ("Philips Sound") and
ELECTROTEC AUDIO LEASE LIMITED, a corporation organized and existing under the laws of England
("Electrotec Audio" and together with the Company, Aura Ceramics, AuraSound, Aura Medical, Electrotec
Productions, DS Oscillator, and Philips Sound, each an "Assignor" and collectively, the "Assignors") and HW
PARTNERS, LP, as Agent (the "Assignee" or the "Agent") for the benefit of the Funds (as defined herein).
Unless otherwise defined in Article IX hereof, 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 Company's Variable Interest Rate
Convertible Notes due September 30, 1998 (the "Original Notes") which are secured by certain assets of the
Company as specified in that certain Pledge Agreement dated September 30, 1997;
WHEREAS, on the date hereof the Company will issue and deliver Secured Notes of even date herewith in an
aggregate amount of $12,500,000.00 (a