JOINT VENTURE AGREEMENT
This Agreement is made by and between Microbell, Inc., ("Microbell"), an individual, and Aura Systems, Inc.
("Aura"), a Delaware corporation, with principal offices in El Segundo, California, USA, for the formation of a
joint venture between Microbell and Aura.
WHEREAS, Microbell is the owner of certain patented and trade secret technology relating to multi-function
writing instruments containing DTMF dialer, other patent pending and trade secret technology relating to multi-
function writing instruments containing pager and other data transmission functions;
WHEREAS, Microbell has identified to aura certain applications incorporating the microbell patented and
proprietary technology relating to such instruments;
WHEREAS, Microbell does not possess the requisite facilities, equipment and means to finalize development to
manufacture and market such instruments;
WHEREAS, Aura possesses the requisite facilities, equipment and means to manufacture such instruments;
WHEREAS, the parties are desirous of entering into a joint venture to explore business relationships enabling
aura to fund and manufacture and microbell to sell products incorporating the microbell proprietary technology in
exchange for certain rights; and
WHEREAS, to accomplish the above, the parties are desirous of entering into this Joint Venture agreement to
further the manufacture and marketing of such instruments incorporating the proprietary technology.
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 a Delaware company, Microbell Technologies, Inc., (hereinafter
referred to as "MTI") with principal offices in or about Los Angeles, California under the joint ownership of Aura
and Microbell for the manufacture and marketing of products (within the scope of a certain license agreement