PROMISSORY NOTE



$1,000,000.00                                                   December 1, 2002

     For value received,  AURA SYSTEMS,  INC., a Delaware corporation having its
principal place of business at 2335 Alaska Avenue, El Segundo,  California 90245
(hereinafter referred to as "Maker"),  promises to pay to the order of Purchaser
(as  defined  in  the  Agreement  for  Sale  and  Leaseback   described   below)
("hereinafter referred to as "Payee"),  having its principal office at c/o Aries
Group Ltd., 12100 Wilshire Boulevard, Suite 705, Los Angeles,  California 90025,
or at such  place as Payee  may from  time to time  designate  in  writing,  the
principal sum of One Million and No/100 Dollars  ($1,000,000.00) in lawful money
of the United  States of America,  with  interest  thereon to be computed on the
unpaid  principal  balance  from time to time  outstanding  at an annual rate of
interest  of 12.3%.  On  January  1,  2003,  and on the first  (1st) day of each
calendar month thereafter,  Maker shall pay to Payee the sum of Ten Thousand Two
Hundred Fifty and No/100 Dollars  ($10,250.00).  Any monthly payment that is not
paid within ten (10) days after it becomes due and payable shall be subject to a
five percent (5%) late fee. The entire unpaid principal balance of this Note and
any  accrued  interest  and fees shall be fully due and  payable on May 30, 2004
(the "Maturity Date").

     1. This Note is the "Aura Note"  referred to in that certain  Agreement for
Sale and  Leaseback  (as it may be amended form time to time,  the  "Agreement")
dated as of December 1, 2002  between  Maker and Payee.  This Note is subject to
the  terms and  conditions  of the  Agreement,  including,  without  limitation,
Payee's obligation to cancel and return this Note in accordance with Section 1.2
of the Agreement.  Capitalized terms used and not otherwise defined herein shall
have the meanings set forth for them in the Agreement.

     2.  This  Note may be  prepaid  in whole  or in part at any  time,  without
penalty.

     3. It is  expressly  stipulated  and  agreed to be the  intent of Maker and
Payee at all times to comply  with  applicable  state law or  applicable  United
States federal law (to the extent that it permits Payee to contract for, charge,
take, reserve, or receive a greater amount of interest than under state law) and
that this  paragraph  shall control  every other  covenant and agreement in this
Note. If the applicable law (state of federal) is ever judicially interpreted so
as to render  usurious any amount called for under this Note, or contracted for,
charged,  taken,  reserved, or received with respect to this Note, or if Payee's
exercise of the option to accelerate the Maturity Date,  results in Maker having
paid any interest in excess of that  permitted  by  applicable  law,  then it is
Payee's  express intent that all excess amounts  theretofore  collected by Payee
shall be credited on the  principal  balance of this Note and the  provisions of
this Note immediately be deemed reformed and the amounts thereafter  collectible
hereunder and thereunder reduced,  without the necessity of the execution of any
new documents,  so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid or agreed to be paid to Payee for the use,  forbearance,  or detention
of the loan evidenced by this Note shall, to the extent  permitted by applicable
law, be amortized,  prorated,  allocated,  and spread throughout the full stated
term of this Note until  payment in full so that the rate or amount of  interest
on account of such loan does not exceed  the  maximum  lawful  rate from time to
time  in  effect  and  applicable  to the  loan  for so  long  as  this  Note is
outstanding.  Notwithstanding  anything to the contrary  contained herein, it is
not the intention of Payee to  accelerate  the maturity of any interest that has
not accrued at the time of such  acceleration or to collect unearned interest at
the time of such acceleration.

     4. This  Note may not be  modified,  amended,  waived,  extended,  changed,
discharged or  terminated  orally or by any act or failure to act on the part of
Maker or Payee,  but only by an agreement in writing signed by the party against
whom enforcement of any  modification,  amendment,  waiver,  extension,  change,
discharge or  termination is ought.  Whenever  used,  the singular  number shall
include the plural,  the plural the singular,  and the words "Payee" and "Maker"
shall  include  their  respective  successors,  assigns,  heirs,  executors  and
administrators.  If  Maker  consists  of more  than one  person  or  party,  the
obligations  and  liabilities  of each such  person or party  shall be joint and
several.

     5. Maker (and the undersigned  representative  of Maker, if any) represents
that Maker has full power,  authority  and legal  right to execute,  deliver and
perform its obligations  pursuant to this Note, and that this Note constitutes a
valid and binding obligation of Maker.

     6. All notices or other  communications  required or  permitted to be given
pursuant hereto shall be given in the manner specified in the Agreement for Sale
and Leaseback directed to the parties at their respective  addresses as provided
therein.

     7. This Note shall be governed by and construed in accordance with the laws
of the State of  California  and the  applicable  laws of the  United  States of
America.

         Maker has duly executed this Note the day and year first above written.

                           AURA SYSTEMS, INC.,
                           a Delaware corporation



            By:                     /s/ Neal F. Meehan
                                    Neal F. Meehan
                                    CEO and Chairman of the Board of Directors