REINSTATEMENT
OF AND FIRST AMENDMENT TO

      


      SERVICES,
OPERATIONS AND MANAGEMENT AGREEMENT

      


      This
Reinstatement of and First Amendment to Services, Operations and Management
Agreement (referred to herein as the “Amendment”), effective on December 15,
2009, is made and entered into by and between Aura Sound, Inc., a Nevada
corporation (“Aura
Sound”), and its wholly owned subsidiary Aura Sound, Inc., a California
corporation, having their principal place of business at 11839 East Smith Ave.,
Santa Fe Springs, California 90670 (“Subsidiary”), and GGEC America Inc., a
California corporation (“GGEC”), having its
principle place of business at 1801 East Edingar Ave. #255, Santa Ana,
California 92705 (each, a “Party”, collectively
the “Parties”).

      


      RECITALS

      


      WHEREAS, effective October 8,
2008, the Parties entered into that certain “Services, Operations and Management
Agreement” (the “Agreement”) pursuant to which GGEC agreed to provide certain
services to the Company and loans to the Subsidiary;

      


      WHEREAS, paragraph 3.1 of the
Agreement states:

      


      3.1                Term and Termination.
The term of this Agreement shall begin on October 6, 2008 and shall continue for
a period of six (6) months or until the completion (closing) of the Acquisition,
whichever occurs earlier. Any funds loaned to the Company or Subsidiary by GGEC
prior to the date hereof shall be deemed Bridge Loans within the meaning set
forth herein and shall be governed by this Agreement and its attachments. This
Agreement may be renewed in writing upon the mutual agreement of the
Parties.

      


      WHEREAS, the Parties have
continued to act in accordance with the terms of the Agreement, irrespective of
the fact that the Agreement terminated on April 6, 2009; and

      


      WHEREAS, the Parties wish to
reinstate the Agreement and to revise paragraph 3.1 of the Agreement to extend
the date of termination.

      


      NOW, THEREFORE, the Parties
hereto, intending to be legally bound, agree as follows:

      


      AGREEMENT

      


      1.           Reinstatement of
Agreement.  By executing this Amendment, the Parties agree that
the Agreement, and each and every provision thereof, will be
reinstated.

      


      2.           Extension of Termination
Date.  In accordance with paragraph 4.7 of the Agreement, the
Parties agree that the first sentence of paragraph 3.1 shall be deleted in its
entirety and shall be replaced with the following:

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The term
of this Agreement shall begin on October 6, 2008 and shall continue until June
30, 2010 or until the completion (closing) of the Acquisition, whichever occurs
earlier.

      


      3.           Remainder of Agreement to Remain the
Same.  The Parties agree that, except as expressly amended by
this Amendment, all of the other terms and provisions of the Agreement shall
continue in full force and effect.

      


      IN WITNESS WHEREOF, the
Parties have executed this Amendment as of the date first written
above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	AuraSound,
      Inc., a Nevada corporation
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                            By:

                                          	
                                                  
                                              /s/
      Arthur Liu

                                            

                                          	 
      
	 
      	 
      	
                                            Arthur
      Liu

                                          	 
      
	 
      	 
      	
                                            Chief
      Executive Officer and

                                          	 
      
	 
      	 
      	
                                            Chairman
      of the Board

                                          	 
      
	 
      	
                                            Address:

                                          	
                                            11839
      East Smith Avenue

                                          	 
      
	 
      	 
      	 
      	
                                            Santa
      Fe Springs, California 90670

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



      
        	 
      	AuraSound, Inc.,
      a California corporation
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                      
                  /s/
      Arthur Liu

                

              	 
      
	 
      	 
      	
                Arthur
      Liu

              	 
      
	 
      	 
      	
                Chief
      Executive Officer and

              	 
      
	 
      	 
      	
                Chairman
      of the Board

              	 
      
	 
      	
                Address:

              	
                11839
      East Smith Avenue

              	 
      
	 
      	 
      	 
      	
                Santa
      Fe Springs, California 90670

              	 
      


      

       

      
        
          	 
      	GGEC America
      Inc., a California corporation
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                        
                    /s/
      Jiaxi Huang

                  

                	 
      
	 
      	 
      	
                  Jiaxi
      Huang

                	 
      
	 
      	 
      	
                  President

                	 
      
	 
      	
                  Address:

                	
                  1801
      East Edingar Ave. #255

                	 
      
	 
      	 
      	 
      	
                  Santa
      Ana, California 92705