[Aura Systems, Inc.]

                                   [Purchaser]




                   __, 2002
------------------




LaSalle National Bank



Re:      $5,450,000 Loan to Aura Realty, Inc.

         Please  reference  that  certain  Promissory  Note (the  "Note") in the
original  principal  amount of  $5,450,000.00  executed  on June 3, 1998 by Aura
Realty,   Inc.   ("Aura   Realty")  in  favor  of  GateCapital   Funding,   Inc.
("GateCapital") and assigned to LaSalle National Bank ("LaSalle"), as trustee of
Morgan Stanley Capital I, Inc., 1998-C1, whereby Aura Realty has become indebted
to LaSalle with respect to a loan (the "Loan")  which is secured by the lien and
security interest of that certain Deed of Trust,  Assignment of Rents,  Security
Agreement  and  Fixture  Filing  (the "Deed of Trust")  dated as of June 3, 1998
executed by Aura Realty for the benefit of GateCapital  and assigned to LaSalle,
encumbering  those  certain  real  properties  owned by Aura Realty and commonly
known as 2335  Alaska  Avenue  and 2330  Utah  Avenue,  El  Segundo,  California
(collectively, the "Real Property").

         As you may know, Aura Systems,  Inc.  ("Aura  Systems") is the owner of
one hundred percent (100%) of the authorized and existing shares of common stock
of Aura Realty  (collectively,  the  "Stock").  At this time,  Aura  Systems and
______________  ("Purchaser")  desire to execute a sale and leaseback  agreement
(the "Agreement"), whereby (i) Aura Systems will sell to Purchaser and Purchaser
will buy from Aura  Systems the Stock and (ii)  concurrent  with the sale of the
Stock to Purchasers,  Aura Systems will continue to lease the Real Property from
Aura Realty  pursuant to a new lease  agreement and Aura Realty and Aura Systems
will terminate the existing lease agreement for the Real Property. A copy of the
Agreement is enclosed with this letter.

         In connection  with the sale of the Stock to  Purchasers,  Aura Systems
desires  to be  released  by LaSalle  from its  obligations  under that  certain
Environmental  Indemnity  Agreement  ("Indemnity")  dated  as of  June  3,  1998
executed by Aura Realty and Aura Systems and that  certain  Guaranty of Recourse
Obligations  ("Guaranty") dated as of June 3, 1998 executed by Aura Systems, and
Purchaser desires to execute a substitute  environmental  indemnity and guaranty
in  favor  of  LaSalle  in  substantially  the same  form as the  Indemnity  and
Guaranty.  Purchaser also agrees to provide you with all information  reasonably
requested relating to Purchaser and its financial condition.

     As  contemplated  in the Deed of Trust,  Aura Systems and Purchaser  hereby
request your consent to the  above-mentioned  transaction.  Please indicate your
consent  by  signing  a copy of this  letter in the  space  indicated  below and
returning it to Aura Systems,  Inc., 2335 Alaska Avenue, El Segundo,  California
90245, Attention: Michael Froch.


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

         LaSalle hereby consents to the  above-mentioned  transaction  including
the sale of the Stock and the lease of the Real  Property  pursuant to the terms
of the Agreement,  releases Aura Systems from all of its  obligations  under the
Indemnity and Guaranty and agrees that the above-mentioned transaction shall not
constitute a default,  or permit any  acceleration,  under the Note, the Deed of
Trust or any other  instruments  and documents  executed in connection  with the
Loan:

LaSalle National Bank, as trustee of Morgan Stanley Capital I, Inc., 1998-C1



By:
         -----------------------------------

         Its:
               -----------------------------