EXHIBIT 10.21

                               SECURITY AGREEMENT


         This security  agreement (the "Security  Agreement") is entered into as
of January 23, 2002, by and between Aura Systems,  Inc., a Delaware  corporation
(the  "Debtor"),  and The Carl  Albert  Trust dated July 7, 1991,  Carl  Albert,
Trustee (the "Holder").

         WHEREAS,  Holder  has made a loan to Debtor  of the sum of Two  Hundred
Fifty Thousand  Dollars  ($250,000) and Debtor has executed,  for the benefit of
Holder,  a  Secured  Promissory  Note,  dated as of even date  herewith,  in the
original  principal amount of Two Hundred Fifty Thousand Dollars ($250,000) (the
"Note"); and

         WHEREAS,  Debtor  has  represented  to  Holder  that it owns all of the
outstanding stock of Aura Realty Inc., a Delaware  corporation  ("Realty"),  and
that Realty owns those certain  parcels of real property  located at 2335 Alaska
Avenue  and 2330 Utah  Avenue  in the City of El  Segundo,  State of  California
(collectively, the "Real Property"); and

         WHEREAS,  in order to secure Debtor's obligation to repay the Note when
and as due, Debtor has agreed to grant to Holder and Holder has agreed to accept
either (a) a security  interest in or lien on the Real  Property or (b) Realty's
interest therein; and

          WHEREAS,  Holder  wishes to perform  certain due  diligence  regarding
     Realty and the Real Property; and

         WHEREAS,  until Holder completes its due diligence regarding Realty and
the Real  Property,  the parties  have  agreed  that Debtor will grant  Holder a
security  interest  in  certain  of  Debtor's  other  assets as set  forth  more
particularly herein;

         NOW,  THEREFORE,  in  consideration  of the  covenants  and  agreements
hereinafter set forth, the parties hereto agree as follows:

1.       Collateral.

(a) To secure its obligations  under the Note,  Debtor hereby grants to Holder a
first priority security interest,  senior to any present or future liens, in all
of  Debtor's  right,  title and  interest  in and to that  certain  Cancellation
Agreement  by and between  Debtor and Telemac  Corporation,  dated  November 30,
1998, with a remaining  amount due from Telemac to Debtor of $1,250,000 plus all
accrued and unpaid interest (the "Telemac Agreement," also sometimes referred to
as  the  "Initial  Collateral").  Debtor  shall  immediately  hereafter  deliver
possession  of the  original  Telemac  Agreement  to Holder so that  Holder  may
perfect  its  security  interest  in the Telemac  Agreement,  and Debtor  hereby
authorizes  Holder to file such UCC-1  Financing  Statements as Holder  believes
necessary to perfect its security interests in the Telemac Agreement.

(b) Debtor  hereby  covenants  to use its best  efforts and to cooperate in good
faith with Holder to take all  actions  necessary  to enable  Debtor to grant to
Holder a first priority lien or security interest in all of Debtor's interest in
the Real Property or Realty's  interest  therein,  such security  interest to be
evidenced by, at Holder's election,  (i) a lien on the Real Property in favor of
Holder, to the extent permitted by any existing deed of trust or mortgage on the
Real  Property,  (ii) a pledge of all shares of common  stock of Realty owned by
Debtor that have not been pledged to a third party prior to the date hereof (the
"Pledged Stock"),  or (iii) some other security  arrangement related directly or
indirectly  to the Real Property  that is  satisfactory  to Holder (the security
interest   evidenced  by  clause  (i),  (ii)  or  (iii),   the  "Real   Property
Collateral");

(c) Upon  receipt of  evidence  satisfactory  to Holder  that the Real  Property
Collateral  is sufficient to secure  Holder's  interest in the Note,  Holder may
elect to take a lien on or a security  interest in the Real Property  Collateral
in lieu of the  Initial  Collateral.  If Holder  notifies  Debtor that he has so
elected, Debtor will immediately execute such documents or instruments as may be
necessary or desirable  to grant Holder a lien on or a first  priority  security
interest in the Real  Property  Collateral  (and, if  applicable,  shall deliver
physical  possession of the Pledged Stock) and Holder will  immediately  release
its  security  interest  in the Initial  Collateral  and will return the Telemac
Agreement to Debtor.

(d) If Holder  realizes  value from the Initial  Collateral or the Real Property
Collateral, whether by way of foreclosure,  assignment in lieu of foreclosure or
otherwise,  and the value so received exceeds the full amount due under the Note
together  with  accrued and unpaid  interest  thereon,  plus  Holder's  costs of
enforcement  and  collection,  then Holder shall, in accordance with the Uniform
Commercial  Code as adopted by the State of  California  (the "UCC"),  remit any
such excess value to Debtor.

2. Term of Security  Interest.  The  Initial  Collateral  and the Real  Property
Collateral,  as applicable,  shall remain subject to Holder's  security interest
until the payment in full of the  indebtedness  evidenced by the Note. Upon such
termination,  Holder  agrees to execute any  documents  reasonably  requested by
Debtor to evidence the release and termination of its security interest.

3. Maintaining a Perfected Security Interest.  Debtor agrees to perform all acts
which Holder may  reasonably  request so as to enable Holder to maintain a valid
perfected  lien  on or  security  interest  in the  Initial  Collateral  or Real
Property Collateral, as applicable.

4.  Representations,   Warranties,   and  Covenants  of  Debtor.  Debtor  hereby
represents, warrants and covenants the following:

(a)  Debtor  has the  power,  authority  and  legal  right  to own  the  Initial
Collateral and the Pledged Stock and to engage in the transactions  contemplated
by this  Security  Agreement,  and the  execution  and delivery of this Security
Agreement  will  not  conflict  with or  result  in a  breach  of the  terms  or
provisions of any agreement  with any third party or with any order of any court
or governmental body binding on or affecting Debtor.

(b) (i) Debtor is the legal and equitable  owner of the Initial  Collateral  and
the Pledged  Stock;  (ii) the Initial  Collateral and the Pledged Stock are free
and clear of any liens, pledges,  encumbrances or agreements  whatsoever,  other
than those  liens and  encumbrances  set forth on  Schedule  1 to this  Security
Agreement;  (iii) Debtor has the complete and unconditional  authority to pledge
the Initial  Collateral  and the Real Property  Collateral to Holder without the
consent of any other  party;  and (iv) Debtor has no notice or  knowledge of any
facts which will impair the  validity of the pledge made hereby or the  validity
of Holder's  security  interest in the Initial  Collateral  or the Real Property
Collateral, as applicable.

(c) Debtor  shall not impose  (and shall not permit  Realty to impose) any other
lien,  pledge or  encumbrance  on any of the  assets  constituting  the  Initial
Collateral, the Pledged Stock and the Real Property.

(d) Debtor hereby  represents and warrants that (i) Telemac has paid all amounts
due to Debtor  pursuant to the Telemac  Agreement on time and in cash; (ii) both
Debtor  and  Telemac  have  fully  and  completely  complied  with  all of their
obligations  under the  Telemac  Agreement  and no  default by Debtor or Telemac
exists  thereunder,  (iii) the Telemac Agreement is enforceable  against each of
Debtor  and  Telemac  in  accordance  with  its  terms,  and (iv)  there  are no
amendments  or  supplements  of any kind to the  Telemac  Agreement  other  than
Amendments  1, 2 and 3 entered into on December 16, 1998,  December 18, 1998 and
May 20, 1999,  respectively.  Debtor hereby  covenants that it will not exercise
its  option  under  Section  5(a)  of  the  Telemac  Agreement  to  convert  the
outstanding balance due to Debtor into shares of Telemac common stock.

(e)  Because  the  parties  intend  for the Note to be  exempt  from  the  usury
provisions  of the  California  Constitution  pursuant  to Section  25118 of the
California  Corporations  Code, Debtor hereby represents and warrants that as of
the date  hereof,  Debtor  has  total  assets of at least  Two  Million  Dollars
($2,000,000)  according  to its most recent  financial  statements.  Debtor also
represents  and warrants that such  financial  statements are of a date not more
than 90 days  prior  to the  date  hereof,  were  prepared  in  accordance  with
generally accepted  accounting  principles and on a consolidated basis, and were
prepared in accordance  with the rules and  requirements  of the  Securities and
Exchange  Commission.  Debtor  further  represents  and warrants that Debtor and
Holder had a preexisting  business  relationship  prior to the date hereof,  and
Debtor, by reason of its own business and financial experience, could reasonably
be assumed to have the capacity to protect its own interests in connection  with
the issuance of the Note and the negotiation of this Security Agreement.

5. Remedies of Holder. Upon an Event of Default, Holder shall have, with respect
to the Initial  Collateral  or Real  Property  Collateral,  as  applicable,  and
without  limitation,  all of the rights and obligations of a secured party under
the UCC.

6.  Application of Proceeds.  Proceeds from a sale of the Initial  Collateral or
the Real Property  Collateral,  or any part  thereof,  as  applicable,  shall be
applied  by Holder in the  following  order  (or in such  other  order as may be
required by the UCC):

(a) To the payment of the costs and expenses of  collection  incurred by Holder,
including,  without  limitation,   attorneys'  fees  and  all  other  reasonable
expenses, liabilities and costs incurred by Holder in connection therewith;

(b) To the payment of the unpaid principal and interest due on the Note; and

(c) To the payment to Debtor of any surplus then remaining from such proceeds.

7. Miscellaneous.

(a) Notices.  Any notice to be given pursuant to this Security  Agreement may be
given  personally,  by  telephone,   telegram,   telecopy,  facsimile  or  other
electronic  transmission,  or by letter to an  officer or  administrator  of the
Debtor at the address set forth on the  signature  page  hereto.  Notices may be
given in the above manner to Holder at the following address:

                  Mr. Carl Albert
                  P.O. Box 790490
                  San Antonio, Texas  78279
                  Fax:  210-824-6841
                  email: caa@faidor.com


(b) Waiver.  The waiver by any party to this  Security  Agreement  of any one or
more defaults, if any, on the part of any other party, shall not be construed to
operate  as a waiver  of the  other  or  future  defaults  under  this  Security
Agreement.  This  Security  Agreement  may be  amended or  modified  only by the
written consent of the parties.

(c) Successors and Assigns.  This Security  Agreement shall inure to the benefit
of and shall be binding upon the respective heirs, successors and assigns of the
parties hereto.

(d)  Severability.  In case any provision in or  obligation  under this Security
Agreement shall be invalid,  illegal or unenforceable in any  jurisdiction,  the
validity,   legality  and   enforceability   of  the  remaining   provisions  or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

(e) Headings.  Section and  subsection  headings in this  Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Security Agreement for any other purpose or be given any substantive effect.

(f)  Counterparts.  This  Security  Agreement  may be  executed  in one or  more
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together  shall  constitute  but  one  and  the  same  instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same document.

Governing  Law. This Security  Agreement  shall be  construed,  interpreted  and
governed  by  the  laws  of the  State  of  California,  without  regard  to its
conflicts-of-law provisions.

<PAGE>



         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Security
Agreement to be duly executed, as of the day and year first above written.



                                        AURA SYSTEMS, INC.


                                     By: ____________________________________
                                         Harry Kurtzman
                                         Chairman and CEO



                                          THE CARL ALBERT TRUST
                                          DATED JULY 7, 1991


                                      By: ___________________________________
                                          Carl Albert
                                          Trustee



Debtor's Address
For Notices:

Aura Systems, Inc.
2335 Alaska Avenue
El Segundo, California 90245
Attn: General Counsel
fax: 310-643-8719