AGREEMENT made as of March 26, 1999 among Aura Systems, Inc. ("Seller"), a Delaware corporation with a
place of business at 2335 Alaska Avenue, El Segundo, California 90245, Yoshikazu Masayoshi, Sadao
Masayoshi, Sachie Masayoshi and Kazuaki Masayoshi (jointly and severally, "Purchaser"), each having an
address c/o Sadao Masayoshi, 990 West 190th, Suite 210, Torrance, California 90502, and WOLF
HALDENSTEIN ADLER FREEMAN & HERZ LLP (the "Escrow Agent"), a New York limited liability
partnership with a place of business at 270 Madison Avenue, New York, New York 10016.
W I T N E S S E T H:
WHEREAS, Seller has sold to Purchaser, and Purchaser has purchased from Seller, two hundred eighty (280)
shares (the "Shares") of stock of MYS K.K. (the "Corporation"), in consideration of, inter, alia two (2) certain
promissory notes (collectively, the "Note"), one in the original principal amount of $1,000,000 and one in the
original principal amount of $3,200,000; and
WHEREAS, Purchaser is delivering certificate(s) of stock representing the Shares into escrow, together with
unattached stock power(s) duly endorsed by Purchaser in blank, as collateral to secure against a Default (as
defined in the Note) by Purchaser under the Note; and
WHEREAS, the parties are delivering into escrow such other instruments and agreements as are described in this
WHEREAS, the Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, thc parties agree as follows:
1. Deposit of the Shares and Other Items.
1.1 Initial Certificate(s). Simultaneously with the execution of this Agreement, Purchaser has deposited with the
Escrow Agent the Shares, represented by certificate(s) of stock of the Corporation issued in the name of
Purchaser, together with stock power(s) duly endorsed in blank (the "Stock Power").
1.2 Subsequent Deposits. Any additional shares of stock of the Corporation hereafter issued with respect to the