10.20.4

                            STOCK PURCHASE AGREEMENT

         AGREEMENT made March 26, 1999, between Aura Systems, Inc. ("Seller"), a
Delaware corporation with a place of business at 2335 Alaska Avenue, E1 Segundo,
California 90245, and Yoshikazu Masayoshi, Sadao Masayoshi, Sachie Masayoshi and
Kazuaki Masayoshi (jointly and severally,  "Purchaser"),  each having an address
c/o Sadao Masayoshi, 990 West 190th, Suite 210, Torrance, California 90502.

                              W I T N E S S E T H:

         WHEREAS,  Seller owns Two Hundred Eighty (280) shares (the "Shares") of
voting  common  stock,  (Y)50,000  par value per share,  of MYS K K., a Japanese
corporation (the "Corporation"); and

         WHEREAS,  Purchaser  desires to purchase  the Shares from  Seller,  and
Seller  desires  to sell the  Shares  to  Purchaser,  pursuant  to the terms and
conditions of this Agreement.

         NOW, THEREFORE, the parties agree as follows:

         1.       Sale of the Shares.

                  1.1  In  General.  Seller  hereby  sells  to  Purchaser,   and
Purchaser  hereby  purchases from Seller,  the Shares for the price and upon the
terms and conditions set forth in this Agreement.

                  1.2 Exclusion of Linaeum Loudspeaker Tweeters. Notwithstanding
anything  in  this  Agreement  to the  contrary,  Seller  will  retain  all  the
intellectual   properties  concerning  and  relating  to  "Linaeum"  loudspeaker
"tweeters" (the "Linaeum Technology").

               1.2.1  In  keeping  with  such  retention,  the  Corporation  has
          previously  assigned the Linaeum  Technology to Seller. In furtherance
          of such assignment,  the Corporation and Purchaser each further agrees
          at any time and from time to time to execute such other  documents and
          take  such  other  actions  as  may  be  necessary  or  desirable  (as
          determined  in Seller's  reasonable  judgment) to perfect,  confirm or
          evidence Seller's ownership of the Linaeum Technology.

                    1.2.2  The   Corporation,   however,   is  hereby   granted,
               conditioned  on  Purchaser's  performance  of  their  obligations
               pursuant   to   this   Agreement,   a   fully-paid,    perpetual,
               non-exclusive  license from Seller for the manufacture,  sale and
               distribution of the Linaeum Technology for OEM channels.

                    1.2.3 For  purposes  of  clarification,  the parties and the
               Corporation   acknowledge   and  agree   that  the   intellectual
               properties  concerning or relating to NRT have at all times been,
               and shall continue to be, the exclusive  property of Seller,  and
               no license or other  rights with respect to such  properties  has
               been or is hereby granted to the Corporation.

         2. Purchase Price/Assumption of Liabilities:

                  2.1 Purchase  Price.  The aggregate  cash  consideration  (the
"Price") to be paid by Purchaser for the Shares is $4,200,000,  plus interest as
provided in this section 2. The Price shall be paid as follows:

2.1.1 First Installment By April 15 I999.  $1,000,000,  without interest,  to be
paid in lawful funds of the United  States on or before  April 15,  1999,  which
obligation  is  evidenced  by a promissory  note being  executed  and  delivered
simultaneously with this Agreement.

                    2.1.2 Subsequent Installments. $3,200,000, with interest, to
               be paid in lawful funds of the United States in twelve (12) equal
               monthly  installments  of $290,000 each  (principal and interest)
               commencing on May 15, 1999 and continuing through April 15, 2000,
               which obligation is evidenced by a promissory note being executed
               and delivered simultaneously with this Agreement.

                  2.2 Assumption of Liabilities. As additional consideration for
the  Shares,  Purchaser  and the  Corporation  agree to assume  all  liabilities
accruing  from the  Corporation  or the  operation of its business from March 1,
1996 through the date of this Agreement (including,  but not limited to, any and
all  liabilities  arising out of or relating to that  certain  judgment  against
defendants in an action  entitled  Stutz,  et. al v. Aura Systems Inc., et al in
the Circuit Court of the State of Oregon bearing case No. 9903-(12302), and each
Purchaser and the  Corporation  agree,  jointly and severally,  to indemnify and
hold Seller harmless from and against any and all such liabilities.

         3.       Security.

                  3.1  Escrow.  To  secure  payment  of the Price as well as the
performance of the other  obligations of Purchaser  pursuant to this  Agreement,
the Shares are being delivered to Wolf Haldenstein Adler Freeman & Herz LLP (the
"Escrow Agent"),  to be held in escrow pursuant to that certain Escrow Agreement
(the "Escrow  Agreement")  executed  simultaneously  with the  execution of this
Agreement.  To accomplish  such  delivery,  Purchaser will deliver to the Escrow
Agent the certificate(s) for the Shares together with stock power(s) executed in
blank.  Also being held in this  escrow are blank dated  letters of  resignation
from each Purchaser and blank dated letters from the Corporation to its banks.

                  3.2 Remedies. In the event of any default, Seller shall have a
right  of  action  for full  performance  against  each  Purchaser  jointly  and
severally,  and shall not be required  to first  pursue any  remedies  available
pursuant to the Escrow Agreement.

         4.       Deliveries at Closing.

                  4.1 Delivery of the Shares. Seller has simultaneously herewith
delivered  the Shares to  Purchaser.  To accomplish  such  delivery,  Seller has
tendered the certificate for the Shares together with the necessary stock power.

                  4.2 Deliveries of Escrow  Agreement and Escrow Items.  Seller,
Purchaser  and the  Escrow  Agent  have  simultaneously  herewith  executed  and
delivered the Escrow  Agreement  among one another and the  appropriate  parties
have  delivered  to the Escrow Agent the items to be held in escrow as described
in section 3 and the Escrow Agreement.

         5.       Additional Terms and Conditions.

                  5.1  Conduct  of  Business.  From and  after  the date of this
Agreement,  and  continuing  until  receipt  by  Seller of the full  Price,  the
Corporation  will conduct its  business  only in the  ordinary  course.  Without
limiting the  generality  of the prior  sentence,  the  Corporation  agrees that
during the described period it will not dispose of, transfer, assign or encumber
any asset or take any other  action  with  respect to any matter  outside of the
ordinary  course  of  business  nor  will it pay  dividends  or  otherwise  make
distributions to its shareholders.

                  5.2 Appointment of Representative Director. From and after the
date of this  Agreement,  and  continuing  until  receipt  by Seller of the full
Price, Seller shall have the right to appoint one Representative Director of the
Corporation.  Each Purchaser  agrees to vote the Shares owned by him in favor of
the election of the Representative Director designated by Seller.

                  5.3  Confidentiality.  Seller, on one hand, and Purchaser,  on
the other  hand,  each  agree  that this  Agreement  and its  contents  shall be
maintained in confidence  and that neither this Agreement nor its contents shall
be disclosed to any third parties, except that disclosure may be made on a "need
to know" basis to each party's  counsel,  accountants,  shareholders,  potential
financing  sources and investment  bankers,  provided that such third parties in
turn agree to retain the disclosed information in confidence.

                  5.4 Public  Announcements.  Neither  party shall,  without the
prior written consent of the other party, make any public release of information
regarding the matters contained in or contemplated by this Agreement, except (1)
each party may communicate with its employees,  customers,  suppliers,  lenders,
lessors,  shareholders and other particular groups as may be legally required or
necessary for an appropriate business purpose and not inconsistent with the best
interests  of the  other  party or the  prompt  performance  of the  obligations
contemplated  by this Agreement and (2) as required by law.  Neither party shall
issue any press releases or similar announcement regarding this Agreement or the
transactions  contemplated by this Agreement  without the prior written approval
of the other party which approval shall not be unreasonably withheld or delayed.

                  5.5  Expenses  of the  Transaction.  Each  party,  for its own
behalf,  shall be solely responsible for and shall bear all of its own expenses,
including,  but not  limited  to  expenses  of  counsel,  accountants  and other
advisers,  incurred at any time in connection with the transactions contemplated
by this Agreement.

         6.       Representations.

         6.1      Seller.  Seller represents and warrants to Purchaser that:

                    6.l.1 It has full power and  authority  to execute,  deliver
               and perform this  Agreement,  and this  Agreement is binding upon
               it.

                    6.1.2 No  brokers,  finders  or  agents,  were  involved  in
               connection with this Agreement.

             6.2  Purchaser.  Purchaser represents and warrants to Seller that:

                           6.1.2  They  each have full  power and  authority  to
execute, deliver and perform this Agreement, and this Agreement is binding upon
each of them.

                       6.2.2  Each of them is fully  familiar  with the business
                    and  operations  of  the  Corporation,  including,  but  not
                    limited to, the business and operations of its  subsidiaries
                    and  affiliates,   has  made  such   investigation   of  the
                    Corporation as he has deemed advisable and believes that the
                    Price is fair and reasonable.  Each of them  understands and
                    acknowledges that there are no representations being made by
                    Seller with respect to the Corporation,  its subsidiaries or
                    affiliates.

                           6.2.3 No brokers,  finders or agents were involved in
connection with this Agreement.

                  6.3 Survival.  The  representations,  warranties and covenants
contained in this Agreement,  including,  but not limited to, those set forth in
section 5 and this  section 6, shall  survive  the  closing.  Each party  hereby
agrees to indemnify and hold harmless the other party from and against any loss,
liability or expense (including, without limitation,  reasonable attorneys fees)
which  such  other  party  may incur  due to the  breach of any  representation,
warranty or covenant of the indemnifying party.

         7.       Governing Law/Consent to Jurisdiction.

                  7.1 Governing  Law.  This  Agreement has been made and entered
into in the State of  California  and shall be  governed  by and  construed  and
enforced  in  accordance  with the  internal  substantive  laws of the  State of
California, without regard to principles of conflicts of laws.

                  7.2 Consent to Jurisdiction.  The parties  irrevocably consent
to the  jurisdiction  of the courts of the State of California  (and the Federal
courts  having  jurisdiction  in the State of  California)  for  purposes of any
judicial  proceeding  which may be  instituted  in  connection  with any  matter
arising under or relating to this Agreement.

         8.       Miscellaneous.

                  8.1 Captions.  Headings  contained in this Agreement have been
inserted for reference  purposes only and shall not be construed as part of this
Agreement.

                  8.2 Entire  Agreement.  This  Agreement  represents the entire
agreement between Seller and Purchaser  regarding the subject matter hereof, and
supercedes  any and all prior  understandings,  whether  oral or  written,  with
respect thereto,  including,  but not limited to, that certain binding letter of
intent dated March 19, 1999.  This  Agreement  cannot be modified or terminated,
nor may any of its provisions be waived,  except by a written  instrument signed
by Seller and Purchaser.  There are no representations,  warranties or covenants
except as expressly set forth in this Agreement.

                  8.3 Notices.  Any notice or other  communication given or made
pursuant  to this  Agreement  must be in writing and shall be  delivered  to the
person to whom intended at the address set forth above (or at such other address
as such  person  may  designate  by proper  notice)  by  personal  delivery,  by
telecopier,  by nationally recognized courier (Federal Express, DHL, etc.) or by
certified or registered mail,  postage  prepaid,  and shall be deemed given when
personally  delivered  or sent by  telecopier  or two (2)  business  days  after
deposit with a courier or five (5) business days after mailing.

                  8.4  Severability.  This  Agreement  shall be  enforced to the
fullest extent  permitted  under  applicable law and with each of its provisions
regarded as severable.

                  8.5 Rights and Remedies Cumulative. The rights and remedies of
the  parties  pursuant  to this  Agreement  and  under  applicable  law shall be
cumulative.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

SELLER:                                              PURCHASER:

AURA SYSTEMS, INC.



By:
         Name:                                      Yoshikazu Masayoshi
         Title:


                                                    Sadao Masayoshi




                                                    Sachie Masayoshi




                                                    Kazuaki Masayoshi


AGREED TO:

MYS K.K.


By:
         Name:
         Title:



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