EXHIBIT 10.24

                        ASSIGNMENT AND TRANSFER OF NOTES
                             AND SECURITY DOCUMENTS


     This Assignment and Transfer of Debt ("Assignment") dated February 26, 2002
is  executed by AURA  SYSTEMS,  INC.,  a Delaware  corporation  ("Company")  and
GSS/Array  Technology,  Inc.  and  GSS/Array  Technology  Public  Company,  Ltd.
(collectively  referred  to herein as the  "Assignor")  in favor of  LAWRENCE A.
DIAMANT as Agent for various investors ("Agent" or "Assignee").

                                R E C I T A L S:

         WHEREAS,  Assignor  is the owner and  holder  of  indebtedness  owed to
Assignor from the Company in the principal amount of $3,267,979.47 (the "Debt").

         WHEREAS,  Assignee  desires to receive a transfer and assignment of the
Debt from Assignor in exchange for Assignee  delivering  the Purchase  Price (as
defined below).

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration  of the recitals and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged  and  confessed  hereby,  Assignor  agrees in favor of  Assignee as
follows:

1.       Assignment and Purchase Price.

         a. Assignor hereby GRANTS,  CONVEYS,  TRANSFERS and ASSIGNS to Assignee
         the  Assignor's  Debt and all of Assignor's  right,  title and interest
         thereto,  together with all other liens, security interests,  financing
         statements,  security agreements,  guaranties,  covenants,  agreements,
         assignments, rights, benefits and privileges in any way belonging or to
         accrue to the benefit of Assignor,  in respect any  indebtedness now or
         hereafter evidenced thereby or any security therefor.

         b.  Assignee  shall pay to Assignor as the purchase  price for the Debt
         ($1,600,000.00 (the "Purchase Price"). The Purchase Price shall be paid
         by wire  transfer to the  account  set forth on Exhibit A (the  "Escrow
         Account")  attached hereto and shall be dispersed to Assignors pursuant
         to the escrow instructions for the Escrow Account.



2.       Representations and Warranties of Assignors.

          a. Assignor.  This Assignment is made WITHOUT RECOURSE TO ASSIGNOR AND
          WITHOUT ANY  REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
          IMPLIED, any such warranty being expressly disclaimed by Assignors and
          waived by Assignee,  except that  Assignor  represents  and warrant to
          Assignee as follows:

          (i) Assignor is the owner and holder of the Debt;

          (ii)  Assignor has the right and  authority to transfer the  Assignors
     Debt; and

          (iii) Assignor has not  previously  sold,  transferred,  encumbered or
     assigned any of its right,  title or interest in the Assignor's Debt to any
     other person or entity.

3.       Representations and Warranties and Agreements of Company.

          a. Company represents and warrants to Assignee as follows:

          (i) The  unpaid  principal  balance  of the Debt and the  accrued  and
     unpaid interest thereon as of February 26, 2002 is: $3,267,979.47

          (ii)  None of the  Debt  or any  rights,  title,  liens  or  interests
     thereunder, has been amended, released or terminated.

          b. Company  acknowledges and agrees to the assignment of the Debt from
     the Assignors to the Assignee in accordance  with the terms and  conditions
     of this Assignment.

4.  Priority.  The  priority  of the liens and  security  interests  in favor of
Assignor shall be deemed preserved and maintained in favor of Assignee.

5. Further Assurances. Assignor hereby agrees to execute and deliver or cause to
be executed or delivered  hereafter any and all further  instruments as Assignee
may  reasonably  require to  evidence  and vest in  Assignee  all  interests  of
Assignor  in,  to and  under the Debt,  the and all  collateral  and  agreements
related thereto.

6. Governing  Law. This Agreement  shall be governed and construed in accordance
with the laws of Delaware.

7.  Severability.  This  Agreement  is  intended to be  severable.  If any term,
covenant,  condition,  or provision hereof is illegal,  invalid or unenforceable
for any reason whatsoever, such illegality, invalidity or unenforceability shall
not affect the legality,  validity or  enforceability  of the remaining parts of
this Agreement.

8.  Counterparts.  This  Agreement  may be  executed  in  counterparts  or  with
detachable signature pages and shall constitute one agreement,  binding upon all
parties hereto as if all parties signed the same document.

9.  Headings.  The headings used in this  Agreement are intended  solely for the
convenience of reference, and should not in any manner amplify, limit, modify or
otherwise  be  used  in the  interpretation  of any of the  provisions  of  this
Agreement.

10. Entire Agreement.  This Agreement  constitutes the entire  understanding and
agreement of the parties and  supersedes and replaces all prior oral and written
agreements  with  respect  to the  subject  matter  hereof.  There  are no  oral
agreements between the parties hereto.



EXECUTED the day and year first written above.


ASSIGNOR:
GSS/ARRAY TECHNOLOGY, INC
GSS/ARRAY TECHNOLOGY PUBLIC COMPANY, INC

Boon Hoe, Chief Financial Officer



ASSIGNEE:
Lawrence A. Diamant, A Member of
Robinson, Diamant & Wolkowitz, A Professional Corporation

By
Lawrence A. Diamant
As Agent for Various Investors and Assignee



Company  acknowledges and agrees to this Assignment as of the day and year first
written above.


COMPANY:

AURA SYSTEMS, INC.

By:
Name:
Title: