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
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 conditio