EXHIBIT 10.23

                        ASSIGNMENT AND TRANSFER OF NOTES
                             AND SECURITY DOCUMENTS


         This   Assignment   and  Transfer  of  Notes  and  Security   Documents
("Assignment")  dated  February  26, 2002 is executed by AURA  SYSTEMS,  INC., a
Delaware  corporation  ("Company") and INFINITY  INVESTORS LIMITED, a Nevis West
Indies  corporation  ("IIL"),  GLACIER  CAPITAL  LIMITED,  a Nevis  West  Indies
corporation ("Glacier"), SUMMIT CAPITAL LIMITED, a Nevis West Indies corporation
("Summit") and GLOBAL GROWTH LIMITED, a Nevis West Indies corporation ("Global")
and HW Partners, LP ("HP") (collectively  referred to herein as the "Assignors")
in favor of  LAWRENCE  A.  DIAMANT as Agent for  various  investors  ("Agent" or
"Assignee").

                                R E C I T A L S:

         WHEREAS,  IIL is the owner  and  holder of the 8%  Secured  Note  dated
February 22, 2000 issued by Company in the principal  amount of $10,411,928 (the
"IIL Note").

         WHEREAS,  Glacier is the owner and holder of the 8% Secured  Note dated
February  22, 2000 issued by Company in the  principal  amount of $838,680  (the
"Glacier Note").

         WHEREAS,  Summit is the owner and holder of the 8%  Secured  Note dated
February  22, 2000 issued by Company in the  principal  amount of $410,712  (the
"Summit Note").

         WHEREAS,  Global is the owner and holder of the 8%  Secured  Note dated
February  22, 2000 issued by Company in the  principal  amount of $838,680  (the
"Global Note").

         WHEREAS,  the Notes are secured by the security  agreement and guaranty
(collectively,  the  "Security  Documents")  described  on  Schedule  A attached
hereto.

         WHEREAS,  Assignee  desires to receive a transfer and assignment of the
Notes and Security Documents from Assignors in exchange for Assignee  delivering
the Purchase Price (as defined below).

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration  of the recitals and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged  and  confessed  hereby,  Assignor  agrees in favor of  Assignee as
follows:

1.       Assignment and Purchase Price.

         a. IIL hereby  GRANTS,  CONVEYS,  TRANSFERS and ASSIGNS to Assignee the
         IIL Note,  the Security  Documents,  and all of IIL's right,  title and
         interest thereto,  together with all other liens,  security  interests,
         financing  statements,  security  agreements,   guaranties,  covenants,
         agreements,  assignments,  rights,  benefits and  privileges in any way
         belonging  or to accrue to the  benefit  of IIL,  in respect of the IIL
         Note and the Security  Documents and any  indebtedness now or hereafter
         evidenced  thereby or any security  therefor and all of those Company's
         Variable  Interest  Rate  Convertible  Notes due September 30, 1998 and
         security  therefor  held by  Assignor  and  exchanged  for the IIL Note
         (together, the "IIL Note, Security Documents and Related Rights") .

         b. Glacier  hereby GRANTS,  CONVEYS,  TRANSFERS and ASSIGNS to Assignee
         the Glacier Note, the Security  Documents,  and all of Glacier's right,
         title and interest  thereto,  together  with all other liens,  security
         interests,  financing  statements,  security  agreements,   guaranties,
         covenants, agreements,  assignments, rights, benefits and privileges in
         any way belonging or to accrue to the benefit of Glacier, in respect of
         the Glacier Note and the Security Documents and any indebtedness now or
         hereafter  evidenced  thereby or any security therefor and all of those
         Company's  Variable  Interest Rate Convertible  Notes due September 30,
         1998 and  security  therefor  held by Assignor  and  exchanged  for the
         Glacier Note  (together,  the "Glacier  Note,  Security  Documents  and
         Related Rights").

         c. Summit hereby GRANTS, CONVEYS, TRANSFERS and ASSIGNS to Assignee the
         Summit Note, the Security  Documents,  and all of Summit's right, title
         and  interest  thereto,   together  with  all  other  liens,   security
         interests,  financing  statements,  security  agreements,   guaranties,
         covenants, agreements,  assignments, rights, benefits and privileges in
         any way belonging or to accrue to the benefit of Summit,  in respect of
         the Summit Note and the Security  Documents and any indebtedness now or
         hereafter  evidenced  thereby or any security therefor and all of those
         Company's  Variable  Interest Rate Convertible  Notes due September 30,
         1998 and  security  therefor  held by Assignor  and  exchanged  for the
         Summit Note (together, the "Summit Note, Security Documents and Related
         Rights")

         d. Global hereby GRANTS, CONVEYS, TRANSFERS and ASSIGNS to Assignee the
         Global Note, the Security  Documents,  and all of Global's right, title
         and  interest  thereto,   together  with  all  other  liens,   security
         interests,  financing  statements,  security  agreements,   guaranties,
         covenants, agreements,  assignments, rights, benefits and privileges in
         any way belonging or to accrue to the benefit of Global,  in respect of
         the Global Note and the Security  Documents and any indebtedness now or
         hereafter  evidenced  thereby or any security therefor and all of those
         Company's  Variable  Interest Rate Convertible  Notes due September 30,
         1998 and  security  therefor  held by Assignor  and  exchanged  for the
         Global Note (together, the "Global Note, Security Documents and Related
         Rights")

          e. Assignee shall pay to Assignors as the purchase price for the Notes
          and Security  Documents  Five Million  Five Hundred  Thousand  Dollars
          ($5,500,000)  plus all  accrued  and unpaid  interest  as set forth in
          section 3 hereof (the "Purchase  Price").  The Purchase Price shall be
          paid by wire  transfer  to the  account  set  forth on  Exhibit A (the
          "Escrow  Account")  attached  hereto  and shall be  dispersed  to each
          Assignor pro rata pursuant to the escrow  instructions  for the Escrow
          Account.



2.       Representations and Warranties of Assignors.

          a. IIL.  This  Assignment  is made  WITHOUT  RECOURSE TO ASSIGNOR  AND
          WITHOUT ANY  REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
          IMPLIED,  any such  warranty  being  expressly  disclaimed  by IIL and
          waived  by  Assignee,  except  that IIL  represents  and  warrants  to
          Assignee as follows:

               (i)  IIL is the  owner  and  holder  of the  IIL  Note,  Security
          Documents and Related Rights;

               (ii) IIL has the right and  authority  to transfer  the IIL Note,
          the Security Documents and Related Rights; and

               (iii) IIL has not  previously  sold,  transferred,  encumbered or
          assigned any of its right, title or interest in the IIL Note, Security
          Documents or Related Rights to any other person or entity.

          b. Glacier.  This Assignment is made WITHOUT  RECOURSE TO ASSIGNOR AND
          WITHOUT ANY  REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
          IMPLIED,  any such warranty being expressly  disclaimed by Glacier and
          waived by  Assignee,  except that Glacier  represents  and warrants to
          Assignee as follows:

               (i) Glacier is the owner and holder of the Glacier Note, Security
          Documents and Related Rights;

               (ii)  Glacier has the right and  corporate  authority to transfer
          the Glacier Note, the Security Documents and Related Rights; and

               (iii) Glacier has not  previously  sold,  transferred or assigned
          its right, title or interest in the Glacier Note or Security Documents
          and Related Rights to any other person or entity.

          c. Summit.  This  Assignment is made WITHOUT  RECOURSE TO ASSIGNOR AND
          WITHOUT ANY  REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
          IMPLIED,  any such warranty being  expressly  disclaimed by Summit and
          waived by  Assignee,  except that Summit  represents  and  warrants to
          Assignee as follows:

               (i) Summit is the owner and holder of the Summit  Note,  Security
          Documents and Related Rights;

               (ii) Summit has the right and corporate authority to transfer the
          Summit Note, the Security Documents and Related Rights; and

               (iii) Summit has not previously sold, transferred or assigned its
          right,  title or interest in the Summit Note or Security Documents and
          Related Rights to any other person or entity.

          d. Global.  This  Assignment is made WITHOUT  RECOURSE TO ASSIGNOR AND
          WITHOUT ANY  REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
          IMPLIED,  any such warranty being  expressly  disclaimed by Global and
          waived by  Assignee,  except that Global  represents  and  warrants to
          Assignee as follows:

               (i) Global is the owner and holder of the Global  Note,  Security
          Documents and Related Rights;

               (ii) Global has the right and corporate authority to transfer the
          Global Note, the Security Documents and Related Rights; and

               (iii) Global has not previously sold, transferred or assigned its
          right,  title or interest in the Global Note or Security Documents and
          Related Rights to any other person or entity.

          e. HP. This  Assignment  is made  WITHOUT  RECOURSE  TO  ASSIGNOR  AND
          WITHOUT ANY  REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
          IMPLIED, any such warranty being expressly disclaimed by HP and waived
          by  Assignee,  except that HP  represents  and warrants to Assignee as
          follows:

               (i) IIL, Glacier, Summit and Global are the owners and holders of
          the Notes,  Security  Documents  and  Related  Rights  referred  to in
          paragraphs 2(a) through 2(d) above;

               (ii) IIL, Glacier, Summit and Global have the right and authority
          to transfer  the Notes,  the  Security  Documents  and Related  Rights
          mentioned in paragraphs 2(a) through 2(d) above; and

               (iii) No part nor the whole of the right,  title or  interest  of
          IIL,  Glacier,  Summit or Global  or  anyone  in the  Notes,  Security
          Documents and Related Rights mentioned in paragraphs 2(a) through 2(d)
          above has been previously sold, transferred, encumbered or assigned.

3.       Representations and Warranties and Agreements of Company.

          a. Company represents and warrants to Assignee as follows:

               (i) The  unpaid  principal  balance  of each of the Notes and the
          accrued  and unpaid  interest  thereon  as of  February  26,  2002 is:
          $12,069,333.31.



                                 Principal         Accrued and Unpaid Interest
                                 Balance           as of February 26, 2002

     IIL Note:               $9,995,450.88               $  57,751.49

     Glacier Note:             $805,132.80                $  4,651.87

     Summit Note:              $394,283.52                $  2,278.08

     Global Note:              $805,132.80                $  4,651.87

               (ii) None of the Notes,  the Security  Documents,  or any rights,
          title, liens or interests  thereunder,  has been amended,  released or
          terminated.

          b. Company acknowledges and agrees to the assignment of the Notes, the
          Security  Documents  and  Related  Rights  from the  Assignors  to the
          Assignee  in  accordance   with  the  terms  and  conditions  of  this
          Assignment.

     4. Priority.  The priority of the liens and security  interests in favor of
Assignor by reason of any of the Security  Documents  shall be deemed  preserved
and maintained in favor of Assignee.

     5. Further  Assurances.  Assignor  hereby  agrees to execute and deliver or
cause to be executed or delivered  hereafter any and all further  instruments as
Assignee may  reasonably  require to evidence and vest in Assignee all interests
of Assignor in, to and under the Notes,  the Security  Documents and the Related
Rights and all collateral and agreements related thereto.

     6.  Governing  Law.  This  Agreement  shall be governed  and  construed  in
accordance with the laws of Delaware.

     7. Severability.  This Agreement is intended to be severable.  If any term,
covenant,  condition,  or provision hereof is illegal,  invalid or unenforceable
for any reason whatsoever, such illegality, invalidity or unenforceability shall
not affect the legality,  validity or  enforceability  of the remaining parts of
this Agreement.

     8.  Counterparts.  This Agreement may be executed in  counterparts  or with
detachable signature pages and shall constitute one agreement,  binding upon all
parties hereto as if all parties signed the same document.

     9. Headings.  The headings used in this  Agreement are intended  solely for
the  convenience  of  reference,  and should not in any manner  amplify,  limit,
modify or otherwise be used in the  interpretation  of any of the  provisions of
this Agreement.

     10. Entire Agreement.  This Agreement  constitutes the entire understanding
and  agreement  of the parties and  supersedes  and  replaces all prior oral and
written agreements with respect to the subject matter hereof.  There are no oral
agreements between the parties hereto.

                  EXECUTED the day and year first written above.


                                    ASSIGNOR:
                     INFINITY INVESTORS LIMITED, a Nevis West Indies corporation

                     James Loughran, Director

                     GLACIER CAPITAL LIMITED, a Nevis West Indies corporation

                     By:
                         -------------------------------------------------
                     Name:
                           -----------------------------------------------
                     Title:
                            ----------------------------------------------

                     SUMMIT CAPITAL LIMITED, a Nevis West Indies corporation

                     By:
                         -------------------------------------------------
                     Name:
                           -----------------------------------------------
                     Title:
                            ----------------------------------------------

                    GLOBAL GROWTH LIMITED, a Nevis West Indies corporation

                     By:
                         -------------------------------------------------
                     Name:
                           -----------------------------------------------
                     Title:
                            ----------------------------------------------

                     HW Partners, LP

                     By:
                         -------------------------------------------------
                     Name:
                           -----------------------------------------------
                     Title:
                            ----------------------------------------------

                     ASSIGNEE:
                     Lawrence A. Diamant, A Member of
                     Robinson, Diamant & Wolkowitz, A Professional Corporation

                      By
                        ---------------------------------------------------
                         Lawrence A. Diamant
                         As Agent for Various Investors and Assignee


Company  acknowledges and agrees to this Assignment as of the day and year first
written above.

                                    COMPANY:

                        AURA SYSTEMS, INC.

                      By:
                          -------------------------------------------------
                      Name:
                            -----------------------------------------------
                      Title:
                             ----------------------------------------------



                                   SCHEDULE A

                         SCHEDULE OF SECURITY DOCUMENTS

1.       Each Assignor's entire right,  title and interest in, to and under that
         Security  Agreement  dated  February 22, 2000,  securing the Assignor's
         rights and obligations under the Notes.

2.       Each Assignor's entire right,  title and interest in, to and under that
         Guaranty  Agreement  dated  February 22, 2000,  guaranteeing  Company's
         obligations under the Notes.