EXHIBIT 10.27

                             SUBSCRIPTION AGREEMENT


     THIS SUBSCRIPTION  AGREEMENT (this  "Agreement") dated as of May ____, 2002
(the  "Closing  Date"),  is made by and among  AURA  SYSEMS,  INC.,  a  Delaware
corporation  (the  "Company"),  and THE PURCHASERS  LISTED ON THE SIGNATURE PAGE
HEREOF (the "Purchasers").

     The Company desires to issue and sell to the Purchasers, and the Purchasers
desire  to  purchase  from the  Company,  a total  of  _________  shares  of the
Company's common stock, par value $.005 (the "Common Stock"),  with registration
rights  (collectively,   the  "Stock"),  for  an  aggregate  purchase  price  of
_____________  (the  "Purchase  Price"),  upon  and  subject  to the  terms  and
conditions set forth herein. As used herein,  the term "Offering" shall mean the
offering  of  the  Stock  and  the  Additional   Securities   (collectively  the
"Securities") by the Company to the Purchasers.  Certain other capitalized terms
used herein are defined in Section 5.

     Accordingly,  in  consideration  of the premises and the mutual  covenants,
obligations  and  agreements  contained  herein,  the Purchasers and the Company
hereby agree as follows:

     1. Purchase and Sale of the Stock.

     1.1.  Purchase and Sale.  Upon and subject to the terms and  conditions set
forth  herein and in exchange for payment by each  Purchaser  of its  respective
portion of the Purchase  Price,  the Company  hereby agrees to issue and sell to
such Purchaser,  and such Purchaser hereby agrees, severally but not jointly, to
purchase from the Company, its respective portion of the Stock, all as specified
opposite the name of such Purchaser on the signature  page hereof,  at a closing
("the Closing") to be held on May ____, 2002 (the "Closing Date").

     1.2. Registration Rights Agreement. As a condition to consummating any such
purchase and sale of the Stock  hereunder,  the Company and the Purchasers shall
enter into a Registration  Rights  Agreement  dated  concurrently  herewith (the
"Registration  Rights Agreement" and together with this Agreement,  collectively
the "Agreements") to grant the Purchasers  certain  registration  rights for the
Securities.

     2.  Representation,  Warranties  and Covenants of the Company.  The Company
hereby represents,  warrants and covenants to each Purchaser as follows,  on and
as of the date of this Agreement and the Closing Date (if different):

     2.1.  Accuracy of Reports.  All reports required to be filed by the Company
since and including  the filing of the  Company's  Form 10-K for the fiscal year
ended  February 28, 2001 to and  including the Closing Date  (collectively,  the
"SEC Reports") have been duly filed with the Securities and Exchange Commission.
As of their respective  dates, the SEC Reports complied in all material respects
with the  requirements of the Securities Act or the Securities  Exchange Act, as
the case may be, and the rules and  regulations  of the  Securities and Exchange
Commission promulgated thereunder applicable to the SEC Reports. None of the SEC
Reports  contained any untrue statement of a material fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC
Reports complied as of their respective dates of filing in all material respects
with applicable accounting  requirements and the published rules and regulations
of the  Securities  and  Exchange  Commission  with respect  thereto,  have been
prepared in accordance with generally accepted accounting principles (except, in
the case of unaudited statements,  as permitted by Regulation S-X promulgated by
the Securities and Exchange Commission) applied on a consistent basis during the
periods involved  (except as may be indicated in the notes thereto),  and fairly
present the  financial  position of the Company as of the dates  thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited  statements,  to normal year-end audit  adjustments).  The
Company  has on a timely  basis  made  all  filings  required  to be made by the
Company with the  Securities and Exchange  Commission.  Since February 28, 2001,
there  has been no  material  adverse  change  in the  condition  (financial  or
otherwise),  business,  operations,  assets,  liabilities  or  prospects  of the
Company, except as set forth in the SEC Reports.

     2.2.  Organization,  Good  Standing  and  Qualification.  The  Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has full  corporate  power and authority to conduct
its business.

     2.3. Valid Issuance and Voting  Rights.  The Securities  have been duly and
validly  authorized and, when issued and/or paid for pursuant to the Agreements,
will be validly issued, fully paid and nonassessable. Except as set forth in the
Agreements and as otherwise  required by law, there are no restrictions upon the
voting  or  transfer  of  the   Securities   pursuant  to  the   Certificate  of
Incorporation,  By-laws  or other  governing  documents  of the  Company  or any
agreement or other  instruments  to which the Company is a party or by which the
Company is bound.

     2.4.  Authorization;  Enforceability.  The Company has all corporate right,
power  and  authority  to  enter  into  the  Agreements  and to  consummate  the
transactions  contemplated  by the  Agreements.  The  Agreements  have been duly
executed and delivered by the Company and  constitute  legal,  valid and binding
obligations of the Company,  enforceable  against the Company in accordance with
their  terms,  subject to laws of general  application  relating to  bankruptcy,
insolvency  and the  relief  of  debtors  and  rules of law  governing  specific
performance,  injunctive relief or other equitable remedies,  and to limitations
of public policy. The issuance and/or sale of the Securities contemplated by the
Agreements  will not give  rise to any  preemptive  rights  or  rights  of first
refusal on behalf of any Person.

     2.5. No Conflict; Governmental Consents.

     (a) The  execution  and delivery by the Company of the  Agreements  and the
consummation of the transactions  contemplated by the Agreements will not result
in the violation by the Company of any law, statute,  rule,  regulation,  order,
writ,  injunction,  judgment or decree of any court or governmental authority to
or by which the Company is bound,  or of any  provision  of the  Certificate  of
Incorporation, By-laws or other governing documents of the Company, and will not
conflict  with,  or  result  in a breach or  violation  of,  any of the terms or
provisions  of,  or  constitute  (with  due  notice  or lapse of time or both) a
default under, any lease, loan agreement,  mortgage,  security agreement,  trust
indenture, securities purchase agreement, registration rights agreement or other
agreement or  instrument to which the Company is a party or by which it is bound
or to which  any of its  properties  or  assets is  subject,  nor  result in the
creation or imposition  of any lien upon any of the  properties or assets of the
Company.

     (b) No consent, approval,  authorization or other order of any governmental
authority  or other  third  party is  required  to be obtained by the Company in
connection with the  authorization,  execution and delivery of the Agreements or
with the authorization, issue and/or sale of the Securities, except such filings
as may be required to be made with the  Securities and Exchange  Commission,  or
with any state or  foreign  blue sky or  securities  regulatory  authority.  The
Company  shall make all such filings on a timely  basis.  The Offering is exempt
from the registration requirements of the Securities Act and applicable state or
foreign  blue sky or  securities  laws.  The Company is eligible to register the
resale of the Securities as a secondary offering on a registration  statement on
Form S-3 under the Securities Act as  contemplated  by the  Registration  Rights
Agreement.

     2.6. Licenses. The Company has all licenses, permits and other governmental
authorizations  currently  required for the conduct of its business or ownership
of properties and is in all material respects in compliance therewith.

     2.7.  Capitalization.  The total authorized capital stock of the Company on
the Closing Date (after giving effect to the  transactions  contemplated  by the
Agreements and any related  transactions)  consists of (i) 500,000,000 shares of
Common Stock and (ii) 10,000,000 shares of preferred stock, par value $.005 (the
"Preferred Stock"). Of such authorized Common Stock,  ________________shares are
issued  and  outstanding  on  the  Closing  Date  (after  giving  effect  to the
transactions  contemplated by the Agreements and any related  transactions).  Of
such  authorized  Preferred  Stock,  no shares are issued and outstanding on the
Closing  Date  (after  giving  effect to the  transactions  contemplated  by the
Agreements and any related  transactions).  Except for (A)  __________shares  of
Common Stock issuable upon exercise of stock options granted, and _______ shares
of Common Stock  issuable upon  exercise of stock  options  available for grant,
under the  Company's  Stock  Option  Plans,  (B)  _______shares  of Common Stock
issuable      upon      exercise     of      outstanding      warrants,      (C)
________________________________,  and (D) the Securities  issuable  pursuant to
the  Agreements,  there  are  no  outstanding  securities  convertible  into  or
exchangeable  for capital  stock of the Company,  there are no shares of capital
stock of the  Company  that have been  reserved  for  issuance  and there are no
outstanding options,  warrants or other rights to subscribe for or purchase from
the  Company  any  shares of  capital  stock of the  Company  or any  securities
convertible into or exchangeable for capital stock of the Company on the Closing
Date (after giving effect to the transactions contemplated by the Agreements and
any related transactions).

     2.8. Brokers. [[Digital Offering] is acting as placement agent on behalf of
the  Company for [a portion of] the  Offering,  and the Company  shall be solely
responsible for paying all fees,  commissions or other payments  (whether in the
form of  cash,  stock,  warrants  or  other  consideration)  owing  to  [Digital
Offering]  in  connection  therewith,  as  separately  agreed  between  [Digital
Offering]  and  the  Company.   _________________________.]  The  Company  shall
indemnify  and  hold  harmless  the  Purchasers   from  and  against  all  fees,
commissions or other  payments  owing to [Digital  Offering] or any other Person
acting or purporting to act on behalf of the Company, directly or indirectly, as
a broker, finder or intermediary.

     3.  Representations,  Warranties  and  Covenants  of Each  Purchaser.  Each
Purchaser,  severally  but not jointly,  hereby  represents  and warrants to the
Company as follows, on and as of the date of this Agreement and the Closing Date
(if different):

     Risk of  Investment.  Such Purchaser  understands  that the purchase of the
Securities  involves a high  degree of risk  including,  but not limited to, the
following: (i) only investors who can afford the loss of their entire investment
should consider investing in the Company or the Securities,  (ii) such Purchaser
may  not be able to  liquidate  its  investment,  (iii)  transferability  of the
Securities is limited under  applicable  securities laws, and (iv) an investment
in the Securities involves risks described in the SEC Reports.

     3.2. Lack of Liquidity. Such Purchaser confirms that it is able (i) to bear
the  economic  risk of this  investment,  (ii) to  hold  the  Securities  for an
indefinite  period  of  time,  and  (iii)  to  afford  a  complete  loss  of its
investment.

     3.3.  Purchaser  Capacity.  Such  Purchaser  hereby  represents  that  such
Purchaser,  by reason of such Purchaser's business or financial experience,  has
the capacity to protect such  Purchaser's  own interests in connection  with the
transactions contemplated by the Agreements.

     3.4. Receipt of Information.  Such Purchaser hereby  acknowledges that such
Purchaser has reviewed the SEC Reports,  and hereby  represents that it has been
furnished  by the  Company,  during  the  course of this  transaction,  with all
information  regarding the Company which such Purchaser has requested,  has been
afforded the  opportunity to ask questions of, and to receive answers from, duly
authorized officers or other representatives of the Company concerning the terms
and  conditions  of the Offering and the affairs of the Company and has received
any  additional  information  which  such  Purchaser  has  requested,  it  being
understood  that  neither this nor any other  representation  or warranty by any
such  Purchaser  is  intended  to reduce any  representation  or warranty by the
Company.

     3.5.   Reliance  on  Information.   Such  Purchaser  has  relied  upon  the
information  provided by the Company in the SEC Reports and in this Agreement in
making the decision to invest in the Securities.  To the extent deemed necessary
or advisable by it, such  Purchaser  has  retained,  at the sole expense of such
Purchaser,  and relied  upon,  appropriate  professional  advice  regarding  the
investment,  tax and legal  merits and  consequences  of the  Agreements  and an
investment in the Securities.

     3.6. No  Solicitation.  Such Purchaser  represents  that no Securities were
offered or sold to such  Purchaser by means of any form of general  solicitation
or general  advertising,  and in connection therewith such Purchaser has not (i)
received or reviewed any advertisement,  article,  notice or other communication
published  in a  newspaper  or  magazine  or  similar  media or  broadcast  over
television or radio whether  closed  circuit,  or generally  available,  or (ii)
attended any seminar  meeting or industry  investor  conference  whose attendees
were invited by any general solicitation or general advertising.

     3.7. Registration. Such Purchaser hereby acknowledges that the Offering has
not been  reviewed  by the  Securities  and  Exchange  Commission  or any  state
regulatory  authority,  since the  Offering  is  intended  to be exempt from the
registration  requirements  of  Section  6 of the  Securities  Act  pursuant  to
Regulation D. Such Purchaser shall not sell or otherwise transfer the Securities
unless a subsequent  disposition  is registered  under the  Securities Act or is
exempt from such registration.

     1.1.  Purchase  for  own  Account.  Such  Purchaser  understands  that  the
Securities  have not been  registered  under the  Securities  Act by reason of a
claimed  exemption under the provisions of the Securities Act which depends,  in
part, upon such  Purchaser's  investment  intention.  In this  connection,  such
Purchaser hereby represents that it is purchasing Securities for its own account
for investment and not with a view toward the resale or  distribution  to others
or for resale in connection with any distribution or public offering (within the
meaning of the Securities  Act), nor with any present  intention of distributing
or selling the same and such Purchaser has no present or contemplated agreement,
undertaking, arrangement, obligation or commitment providing for the disposition
thereof.  Such  Purchaser was not formed for the purpose of purchasing  the 3.8.
Securities.  Notwithstanding the foregoing,  the disposition of such Purchaser's
property  shall be at all times within such  Purchaser's  own control,  and such
Purchaser's  right  to  sell  or  otherwise  dispose  of all or any  part of the
Securities,   including   without   limitation   pursuant  to  any  registration
contemplated  by the  Registration  Rights  Agreement,  shall not be prejudiced;
provided that such  Purchaser  complies with Section 3.10.  Nothing herein shall
prevent  the   distribution  of  any  Securities  to  any  member,   partner  or
stockholder,  former  member,  partner,  or  stockholder  of such  Purchaser  in
compliance with the Securities Act and applicable state securities laws.

     3.9.  Holding Period.  Such Purchaser  understands  that the Securities are
subject to significant  limitations on resale under applicable  securities laws.
Such Purchaser  understands that reliance upon Rule 144 under the Securities Act
for  resales of the  Securities  requires,  among other  conditions,  a one-year
holding  period  prior to the resale  (such  resale  after such one year holding
period  being  further  subject to sales  volume  limitations).  Such  Purchaser
understands and hereby  acknowledges  that the Company is under no obligation to
register any of the Securities  under the Securities  Act, any applicable  state
securities or "blue sky" laws or any applicable  foreign securities laws, except
as set forth in the Registration Rights Agreement.

     3.10. Legends.  Each such Purchaser consents to the placement of the legend
set forth below,  or a substantial  equivalent  thereof,  on any  certificate or
other document evidencing the Stock:

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
          UNDER THE  UNITED  STATES  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE
          "SECURITIES  ACT"), OR ANY APPLICABLE  STATE  SECURITIES LAWS, AND MAY
          NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED OR OTHERWISE
          TRANSFERRED IN THE ABSENCE OF A REGISTRATION  STATEMENT IN EFFECT WITH
          RESPECT TO THE  SECURITIES  UNDER THE  SECURITIES  ACT OR AN EXEMPTION
          FROM THE  SECURITIES  ACT.  ANY SUCH  TRANSFER  MAY ALSO BE SUBJECT TO
          COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF OTHER
          APPLICABLE JURISDICTIONS.

     Such Purchaser further consents to the placement of one or more restrictive
legends on any  Securities  issued in  connection  with this  Offering as may be
required by applicable securities laws. Such Purchaser is aware that the Company
will make a notation in its appropriate records with respect to the restrictions
on the transferability of the Securities.

     3.11.  Residence of Purchaser.  Such Purchaser  hereby  represents that the
address of such  Purchaser  furnished by such  Purchaser on the  signature  page
hereof is such Purchaser's principal business address.

     3.12.  Authorization;  Enforceability.  Such Purchaser represents that such
Purchaser has full power and authority  (corporate,  statutory and otherwise) to
execute  and  deliver  the  Agreements  and  to  purchase  the  Securities.  The
Agreements  have  been  duly  executed  and  delivered  by  such  Purchaser  and
constitute  the  legal,  valid  and  binding   obligations  of  such  Purchaser,
enforceable  against such Purchaser in accordance  with their terms,  subject to
laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing  specific  performance,  injunctive relief or
other equitable remedies, and to limitations of public policy.

     3.13.  Organization,  Good  Standing  Qualification.  If  an  entity,  such
Purchaser is duly  organized,  validly  existing and in good standing  under the
laws of the jurisdiction of its organization.

     3.14. Brokers. Such Purchaser shall indemnify and hold harmless the Company
from and against all fees,  commissions  or other  payments  owing to any Person
acting or purporting to act on behalf of such Purchaser, directly or indirectly,
as a broker, finder or intermediary.

     3.15.  Accredited  Investor.  Such  Purchaser  represents  that  it  is  an
"accredited investor" as such term is defined in Rule 501 of Regulation D.

     3.16. Reliance on Representation and Warranties. Such Purchaser understands
that the Securities are being offered and sold to the undersigned in reliance on
specific  exemptions  from the  registration  requirements  of federal and state
securities  laws and that the Company is relying  upon the truth and accuracy of
the representations,  warranties, agreements, acknowledgments and understandings
of such  Purchaser set forth herein in order to determine the  applicability  of
such exemptions and the suitability of such Purchaser to acquire the Securities.

     4. Conditions of Each Purchaser to Closing. Each Purchaser's  obligation to
purchase  its  respective  portion of the Stock at the Closing is subject to the
fulfillment to such Purchaser's satisfaction, prior to or at the Closing, of the
following conditions:

     4.1. Registration Rights Agreement.  The Registration Rights Agreement,  in
form and substance satisfactory to such Purchaser,  shall have been executed and
delivered by all parties thereto.

     4.2. Representations and Warranties.  The representations and warranties of
the Company  contained  in Section 2 shall be true and correct on and as of each
applicable date they are made under Section 2, with the same force and effect as
though such  representations and warranties had been made on and as of each such
applicable date.

     4.3.  Performance.  The Company shall have  performed and complied with all
agreements,  obligations  and  conditions  contained in this  Agreement that are
required to be performed or complied with by it on or before the Closing Date.

     4.4. Certificate. The Company shall execute and deliver to each Purchaser a
certificate of a duly authorized officer of the Company, dated as of the Closing
Date, certifying as to the matters set forth in Sections 4.2 and 4.3.

     4.5.  Opinion of Counsel.  The Company shall  deliver to each  Purchaser an
opinion of counsel for the Company,  dated as of the Closing  Date,  in form and
substance satisfactory to such Purchaser.

     5. Certain  Definitions.  For the purposes of this  Agreement the following
terms have the respective meanings set forth below:

     5.1.  "Additional  Securities"  means  the  warrants  contemplated  by  the
Registration  Rights  Agreement  and the Common Stock  issuable upon exercise of
such warrants.

     5.2.  "Person"  means any  individual,  sole  proprietorship,  partnership,
limited liability company, joint venture,  trust,  unincorporated  organization,
association,  corporation,  institution, public benefit corporation, firm, joint
stock company, estate, entity or governmental agency.

     5.3.  "Regulation  D" means  Regulation D promulgated  under the Securities
Act.

     5.4.  "Securities  Act" means,  as of any given time, the Securities Act of
1933, as amended, or any similar federal law then in force.

     5.5.  "Securities Exchange Act" means, as of any given time, the Securities
Exchange Act of 1934, as amended, or any similar federal law then in force.

     5.6. "Securities and Exchange Commission" means the Securities and Exchange
Commission  or any  governmental  body or  agency  succeeding  to the  functions
thereof.

     6. Miscellaneous.

     6.1. Amendments and Waivers.

     (a) This Agreement,  together with the Registration  Rights Agreement,  set
forth the entire  agreement  and  understanding  between  the  parties as to the
subject  matter  hereof  and  thereof  and  supersede  all  prior   discussions,
negotiations,  agreements and  understandings  (oral or written) with respect to
such subject matter.  This Agreement or any provision  hereof may be (i) amended
only by mutual  written  agreement  of the  Company and the  Purchasers  or (ii)
waived  only by written  agreement  of the waiving  party.  No course of dealing
between  or among the  parties  will be deemed  effective  to  modify,  amend or
discharge any part of this  Agreement or any rights or  obligations of any party
under or by reason of this Agreement.

     (b) After an  amendment  or waiver  becomes  effective,  it shall bind each
holder of any Securities, regardless of whether such holder held such Securities
at the time such amendment or waiver became effective,  or subsequently acquired
such Securities.

     6.2. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company and its  successors and assigns and each Purchaser
and its  successors  and  assigns.  The  provisions  hereof  which  are for each
Purchaser's  benefit as purchaser or holder of the  Securities  are also for the
benefit of, and enforceable by, any subsequent holder of such Securities.

     6.3. Notices. All notices,  demands and other communications to be given or
delivered  under or by reason of the  provisions of this  Agreement  shall be in
writing and shall be deemed to duly given and received when delivered personally
or transmitted by facsimile, one business day after being deposited for next-day
delivery  with a nationally  recognized  overnight  delivery  service,  or three
business  days after being  deposited as first class mail with the United States
Postal Service,  all charges or postage prepaid,  and properly  addressed to the
party  to  receive  the same at the  address  for such  party  indicated  on the
signature page hereof or at such other address as such party may have designated
by advance written notice to the other parties.

     6.4.  Governing Law. This Agreement  shall be governed by the internal laws
of the  State of  Washington,  without  giving  effect  to its  conflict  of law
principles.  All  disputes  between  the  parties  hereto  arising  out of or in
connection with the Agreements or the Securities,  whether sounding in contract,
tort,  equity or otherwise,  shall be resolved only by state and federal  courts
located in Spokane,  Washington, and the courts to which an appeal therefrom may
be taken.  All parties  hereto waive any objections to the location of the above
referenced  courts,  including but not limited to any objection based on lack of
jurisdiction,  improper  venue  or  forum  non-conveniens.  Notwithstanding  the
foregoing,  any  party  obtaining  any  order or  judgment  in any of the  above
referenced  courts  may bring an action in a court in  another  jurisdiction  in
order to enforce such order or judgment.

     6.5.  Attorneys'  Fees.  If any action at law or in equity is  necessary to
enforce or interpret the terms of the Agreements,  the prevailing party shall be
entitled to reasonable  attorneys'  fees,  costs and necessary  disbursements in
addition to any other relief to which such party may be entitled.

     6.6.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts  and,  notwithstanding  that any of the parties did not execute the
same counterpart, each of such counterparts (or facsimile copies thereof) shall,
for all  purposes,  be  deemed  an  original,  and all such  counterparts  shall
constitute  one and the same  instrument  binding on all of the parties  hereto.
Delivery of an executed  counterpart  of a signature  page to this  Agreement by
facsimile shall be as effective as delivery of a manually  executed  counterpart
of a signature page of this Agreement.

     6.7. Headings. The headings of the Sections hereof are inserted as a matter
of convenience  and for reference  only and in no way define,  limit or describe
the scope of this Agreement or the meaning of any provision hereof.

     6.8. Severability. In the event that any provision of this Agreement or the
application  of any  provision  hereof is  declared  to be  illegal,  invalid or
otherwise unenforceable by a court of competent  jurisdiction,  the remainder of
this Agreement  shall not be affected  except to the extent  necessary to delete
such illegal,  invalid or  unenforceable  provision  unless the  provision  held
invalid shall substantially  impair the benefit of the remaining portion of this
Agreement.

     6.9. Survival of Warranties. The representations,  warranties and covenants
of the Company  and the  Purchasers  made in this  Agreement  shall  survive the
execution and delivery of this Agreement and the Closing Date.


     6.10.  Exculpation Among Purchasers.  Each Purchaser acknowledges that such
Purchaser is not relying upon any other  Purchaser  or any other  Person,  other
than the Company and its officers and directors, in connection with any purchase
of the Stock  hereunder  or decision to invest in the  Company.  Each  Purchaser
agrees that no other Purchaser or its respective controlling persons,  officers,
directors,  partners,  agents or employees shall be liable to such Purchaser for
any action  heretofore or hereafter  taken or omitted to be taken by any of them
in connection  with any purchase of the Stock hereunder or decision to invest in
the Company or the execution, delivery or performance of any of the Agreements.

     6.11.  Representation.  Each  Purchaser  acknowledges  that  (i) ICM  Asset
Management,  Inc. has retained Paine,  Hamblen,  Coffin,  Brooke & Miller LLP to
represent  only ICM Asset  Management,  Inc.  and its  affiliates  (collectively
"ICM") in  connection  with the  Agreements  and the  transactions  contemplated
thereby,  (ii)  the  interests  of ICM may not  necessarily  coincide  with  the
interests of any other Purchaser,  (iii) Paine, Hamblen, Coffin, Brooke & Miller
LLP does not  represent any  Purchaser  other than ICM, and (iv) each  Purchaser
other than ICM has consulted  with, or has had an  opportunity  to consult with,
its own legal  counsel and has not relied on Paine,  Hamblen,  Coffin,  Brooke &
Miller LLP for legal  representation or advice in connection with the Agreements
and the transactions contemplated thereby.

     6.12. Expenses.  Promptly upon request, the Company shall pay (i) the legal
fees and  expenses of Paine,  Hamblen,  Coffin,  Brooke & Miller LLP incurred in
connection with the Agreements and the closing of the transactions  contemplated
by the Agreements,  in an amount not to exceed $______,  and (ii) the legal fees
and  expenses  of  Paine,  Hamblen,  Coffin,  Brooke & Miller  LLP  incurred  in
connection with the prior Subscription Agreement dated as of March 16, 2001, the
prior  Registration  Rights Agreement dated as of March 16, 2001 and the closing
of the  transactions  and completion of the  registration  contemplated  thereby
which  have  not  been  previously  paid  by  the  Company,  in  the  amount  of
[$8,602.67].  On the Closing Date, ICM may deduct a total of $_________ from its
respective  portion of the Purchase Price, to be applied against such legal fees
and expenses referred to in (i) and (ii) above.

     6.13. Public Disclosure. Promptly after the Closing, the Company shall make
appropriate  public  disclosure  of the  closing  of the  purchase  of the Stock
hereunder.

                  [Remainder of page intentionally left blank.]


<PAGE>


                   [Signature page to Subscription Agreement]

     IN WITNESS WHEREOF, the parties have caused this Subscription  Agreement to
be duly executed and delivered as of the date first set forth above.

                                            "Company"

                                            AURA SYSTEMS, INC.

                                            By:
                                            Name:
                                            Title:

                                            Aura Systems, Inc.
                                            2335 Alaska Avenue
                                            El Segundo, CA 90245
                                            Attn:
                                            Fax:

                                            "Purchasers"

                                            KOYAH LEVERAGE PARTNERS, L.P.

                                             By:      Koyah Ventures LLC,
                                                     its general partner
Portion of
Purchase Price:  $_____________              By:
                                             Name:
                                             Title:
No. of Shares of
Stock:  ____________                         c/o ICM Asset Management, Inc.
                                             601 West Main Avenue, Suite 600
                                             Spokane, WA  99201
                                             Attn:    Robert Law
                                             Fax:  (509) 444-4500


                                           [KOYAH PARTNERS, L.P.

                                            By:      Koyah Ventures LLC,
                                                     its general partner
Portion of
Purchase Price:  $_____________             By:
                                            Name:
                                            Title:
No. of Shares of
Stock:  ____________                         c/o ICM Asset Management, Inc.
                                             601 West Main Avenue, Suite 600
                                             Spokane, WA  99201
                                             Attn:    Robert Law
                                             Fax:  (509) 444-4500



                                            RAVEN PARTNERS, L.P.

                                            By:      Koyah Ventures LLC,
                                                     its general partner
Portion of
Purchase Price:  $_____________              By:
                                             Name:
                                             Title:
No. of Shares of
Stock:  ____________                          c/o ICM Asset Management, Inc.
                                              601 West Main Avenue, Suite 600
                                              Spokane, WA  99201
                                              Attn:    Robert Law
                                              Fax:  (509) 444-4500

<PAGE>


                               AURA SYSTEMS, INC.


                             SUBSCRIPTION AGREEMENT


                           Dated as of May ____, 2002