ASSIGNMENT AND ASSUMPTION OF
THIS ASSIGNMENT AND ASSUMPTION, made as of the 3rd day of May, 2000, by and between AURA
CERAMICS, INC., a Delaware corporation ("Seller"), and ALPHA CERAMICS, INC., a Minnesota
WHEREAS, Buyer, Seller and Aura Systems, Inc., a Delaware corporation, have entered into that certain Asset
Purchase Agreement dated as of February 29, 2000 (the "Asset Purchase Agreement");
WHEREAS, the Asset Purchase Agreement provides that Buyer is to acquire all of the assets of Seller, other
than the "Retained Assets" (as such term is defined in Section 2.2 of the Asset Purchase Agreement); and
WHEREAS, the Asset Purchase Agreement provides that Buyer is to assume certain specified liabilities of Seller
as set forth in Section 2.3 of the Asset Purchase Agreement.
NOW, THEREFORE, in consideration of the transactions as described in the Asset Purchase Agreement, and
other good and valuable consideration, the receipt, sufficiency and mutuality of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. ASSUMPTION. Buyer hereby assumes and agrees to pay according to their terms all of the "Assumed
Liabilities", as that term is defined in Section 2.3 of the Asset Purchase Agreement.
2. RETAINED LIABILITIES. Seller shall remain unconditionally liable for all "Retained Liabilities", which term is
defined in Section 2.3 of the Asset Purchase Agreement as all obligations, liabilities and commitments of Seller,
presently existing or contingent arising out of events or circumstances occurring on or prior to the Closing Date
(as that term is defined in the Asset Purchase Agreement). Buyer is not assuming or agreeing to pay or perform
the Retained Liabilities or any other liabilities, obligations or commitments of Seller other than the Assumed
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Date: May ___, 2000 AURA CERAMICS, INC.