AURA SYSTEMS, INC.
                             a Delaware corporation

                             SUBSCRIPTION AGREEMENT


                  THE  SECURITIES  WHICH ARE BEING  SUBSCRIBED FOR HAVE NOT BEEN
                  REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION  UNDER
                  THE  SECURITIES  ACT OF 1933 (THE  "ACT"),  IN  RELIANCE  UPON
                  CERTAIN  EXEMPTIONS FROM REGISTRATION  PROVIDED IN THE ACT AND
                  THE RULES AND  REGULATIONS  THERETO,  NOR HAVE SUCH SECURITIES
                  BEEN  REGISTERED  OR  QUALIFIED  UNDER ANY STATE'S  SECURITIES
                  LAWS.  ACCORDINGLY,  IT IS  UNLAWFUL TO  CONSUMMATE  A SALE OR
                  TRANSFER OF SUCH  SECURITIES  UNLESS (1) SUCH  SECURITIES  ARE
                  SUBSEQUENTLY   REGISTERED  OR  QUALIFIED  UNDER  THE  ACT  AND
                  APPLICABLE STATE  SECURITIES LAWS OR EXEMPTIONS  THEREFROM ARE
                  AVAILABLE,  AND (2) THE  PROPOSED  SALE OR  TRANSFER  WILL NOT
                  CONSTITUTE  A VIOLATION  OF THE ACT AND ANY  APPLICABLE  STATE
                  SECURITIES LAWS.



         This  Subscription  Agreement by the undersigned  ("Subscriber") is for
shares  ("Shares")  of  Common  Stock  of  Aura  Systems,  Inc.  ("Aura"  or the
"Company"), a Delaware corporation.

         1. Purchase and Sale of Shares. Subject to the terms and conditions set
forth in this Agreement,  the Company covenants and agrees to sell to Subscriber
on the Closing Date (as hereinafter  defined) the Shares,  and Subscriber agrees
to purchase  from the  Company,  on the Closing  Date,  the number of Shares set
forth below, for the purchase price of Two Dollars ($2.00) per Share. Subscriber
shall pay the full  subscription  price  upon  execution  of this  Agreement  by
delivering  good  funds by wire  transfer  in United  States  Dollars  an escrow
account for the Offering proceeds (the "Escrow  Account")  maintained by the Law
Offices of Guzik & Associates  ("Escrow  Agent"),  1800 Century Park East, Fifth
Floor,  Los  Angeles,  California  90067-1501,  or by check  payable to "Guzik &
Associates  -  Escrow  Account."  The  subscription  price  shall  be  wired  by
Subscriber  to the Escrow  Account at Wells Fargo  Bank,  N.A.,  San  Francisco,
California, U.S.A., ABA No. 121 000 248, Account No. 0765-053426.

         2. Closing  Instructions  to Escrow Agent.  The closing of the purchase
and sale of the Shares  pursuant  to Section 1 hereof  shall take place at Wells
Fargo  Bank,  N.A.,  San  Francisco,  California,  U.S.A.,  ABA No. 121 000 248,
Account No.  0765-053426 on the date (the  "Closing" or the "Closing  Date") the
following conditions are fulfilled:

                  (a)  Conditions  to  Subscriber's  Obligation  to  Close.  The
         obligation  of the  Subscriber  to purchase  the Shares  offered by the
         Company are  conditioned on the  fulfillment or waiver by Subscriber of
         the following on or prior to the Closing Date:

          (i) the  execution  and delivery by the Company of this  Agreement and
     the Escrow Agreement in the form attached hereto as Exhibit A;


         (ii) the  Company  shall  have  received  and  accepted  proceeds  from
         Subscribers in this Offering of $300,000.

                           (iii) The Company shall have closed the  transactions
         contemplated  by the  Settlement  Agreement and Release of Claims dated
         March 6, 2000,  as amended or  supplemented  from time to time,  by and
         between the Company and The Isosceles Fund Limited.

                  (b)  Conditions  to the  Company's  Obligation  to Close.  The
         obligation  of the  Company to sell the  Shares  offered  hereunder  is
         conditioned  on  the  fulfillment  or  waiver  by  the  Company  of the
         following on or prior to the Closing Date:

                    (i) the  execution  and delivery by the  Subscriber  of this
               Agreement and the Escrow Agreement in the form attached hereto as
               Exhibit A;


         (ii) the  Company  shall  have  received  and  accepted  proceeds  from
         Subscribers in this Offering of $300,000.

                           (iii) The Company shall have closed the  transactions
         contemplated  by the  Settlement  Agreement and Release of Claims dated
         March 6, 2000,  as amended or  supplemented  from time to time,  by and
         between the Company and The Isosceles Fund Limited.


                  (c)   Instructions  to  Escrow  Agent.  The  Company  and  the
Subscriber hereby instruct the Escrow Agent as follows:  On the Closing Date the
Escrow Agent shall release payment of the  Subscription  proceeds to the Company
and the Company shall cause the Escrow Agent to deliver the Shares to Subscriber
at the address set forth in this  Agreement.  If the Closing Date shall not have
occurred  for any reason by March 17, 2000,  the Company  shall cause the Escrow
Agent to return  Subscriptions  proceeds  plus  accrued  interest to  Subscriber
promptly upon termination of the Offering.

                  3.                [Intentionally Omitted]

                  4. Warranties of the Subscriber. The Subscriber represents and
warrants as follows (for persons  subscribing  jointly,  the representations and
warranties  set  forth  below  are true as to all such  persons.  For  revocable
trusts, the  representations  and warranties set forth below are also true as to
each  grantor of the trust.  For  corporations,  partnerships,  trusts and other
entities  formed  specifically  to invest in Aura (including any entity in which
any one of the beneficial owners may elect not to participate in the investment)
the  representations  and  warranties  set forth below are also true as to every
person having a beneficial interest in such corporation,  partnership,  trust or
other entity):

(a)  The  Subscriber  is  acquiring  the Shares for his own  account  (or if the
     Subscriber is a trustee,  an agent  subscribing  for a corporation or other
     entity, or a partner subscribing for a partnership,  for the account of the
     entity which is  represented)  for investment and not with a view to resale
     or  distribution.  He has not offered or sold any portion of his Shares and
     has no present intention of dividing his Shares with others or of reselling
     or otherwise disposing of any portion thereof either currently or after the
     passage of a fixed or determinable period of time or upon the occurrence of
     nonoccurrence of any predetermined event or circumstance.

(b)  The  Subscriber  is aware that the Shares are  speculative  and that he may
     lose his  entire  investment  and he can  afford  to bear  the  risks of an
     investment in Aura, including the risk of losing his entire investment.

(c) The Subscriber or his purchaser representative both:

                                    (1)     Have been provided an opportunity to
                                            obtain  information  concerning Aura
                                            and any other  relevant  matters  as
                                            Subscriber has requested; and

                                    (2)     Have been given the  opportunity  to
                                            ask questions of and receive answers
                                            from Aura  concerning  the terms and
                                            conditions  of the  offering  of the
                                            Shares.

(d)                                 Subscriber  has advised the Company  that he
                                    is  an  "accredited   investor"  within  the
                                    meaning of  Regulation  D of the  Securities
                                    Act of 1933 and the  Company  is  relying on
                                    this representation.

(e)  The  Subscriber  is  aware  that  he must  bear  the  economic  risk of his
     investment in Aura for an indefinite period of time because: (1) the Shares
     have not been registered  under the Securities Act of 1933, as amended (the
     "Act"), or qualified under the California  Corporate Securities Law of 1968
     or any other state securities laws, and therefore cannot be sold,  assigned
     or  otherwise   disposed  of  unless   appropriate   exemptions  from  such
     registration or qualification requirements are available; and (2) Aura will
     place a legend on the  certificates  evidencing the Shares stating that the
     Securities have not been registered  under the Act or any state  securities
     laws and setting forth the  limitations on resale  contained above and Aura
     will also require that its registrar and transfer  agent make a notation of
     such restrictions in its appropriate  records.  He further  understands and
     agrees  that Aura will not honor any  attempt by him to sell,  transfer  of
     otherwise  dispose  of the  Shares in the  absence  of either an  effective
     Registration  Statement and qualification under applicable Blue Sky laws or
     exemptions therefrom.

(f)  The  Subscriber   acknowledges   that  a  legend  will  be  placed  on  any
     certificates  or  instruments  evidencing the Shares  substantially  as set
     forth  on the  first  page of this  Subscription  Agreement  for as long as
     necessary to comply with the Act and applicable state securities laws.

(g)  The Subscriber is over the age of twenty-one years (if an individual),  and
     is knowledgeable and experienced with respect to investment matters such as
     a proposed  purchase of Shares.  He has such  knowledge  and  experience in
     business and financial  matters as to be capable of  evaluating  the merits
     and  risks of this  investment  and has the  capacity  to  protect  his own
     interests in connection with this investment.

(h)  The  Subscriber  agrees  to  indemnify  and  hold  harmless  Aura  and  its
     directors,  officers,  affiliates  and agents  from and against any and all
     losses, damages and liabilities (including, but not limited to, court costs
     and reasonable  attorneys' fees) arising or resulting from, or attributable
     to,  any breach of the  representations  and  warranties  set forth in this
     Paragraph or the fact that any of the representations,  acknowledgements or
     understandings  set forth in this Paragraph are untrue or without  adequate
     factual basis to be considered true and not misleading.

(i)  The Securities  offered hereby were not offered to the Subscriber by way of
     general solicitation or general advertising.

(j)  The  Subscriber  has adequate  means of providing for his current needs and
     possible personal contingencies, and he has no need now, and anticipates no
     need in the foreseeable future, to sell this investment,  and consequently,
     without  limiting the generality of the  foregoing,  he is able to hold his
     securities for an indefinite  period of time and has a sufficient net worth
     to sustain a loss of his entire  investment  in Aura in the event such loss
     should occur.

(k)  The  Subscriber  has decided to subscribe to purchase the securities on the
     basis  of his  own  independent  investigation  and has  relied  on no oral
     statements,  representations  or  warranties  as  to  the  quality  of  the
     investment other than from his purchaser representative.

                  5.  Warranties  of the  Company.  The Company  represents  and
warrants to, and agrees with,  Subscriber that the Shares,  when issued (i) will
be free and clear of any security interests, liens, claims or other encumbrances
other than  restrictions  upon transfer under  applicable  securities laws, (ii)
will have been duly and validly  authorized  and delivered and will be valid and
binding obligations of the Company,  (iii) will not have been,  individually and
collectively,  issued or sold in violation of any  preemptive  or other  similar
rights of the holders of any securities or obligations of the Company,  and (iv)
will not  subject the  Subscriber  to  personal  liability  by reason of being a
shareholder.


                  6.  Registration  Rights.  The Company  agrees that within 120
days following the Closing Date the Company shall file a Registration  Statement
with the SEC covering the resale of the Common Stock purchased by Subscriber and
shall use its best  efforts to cause such  Registration  Statement to become and
remain effective until such Shares may be sold without registration..

                  7.  Applicable  Law.  This  Subscription  Agreement  shall  be
construed and enforced in accordance  with,  and the rights of the parties shall
be governed by, the laws of the State of Delaware.

                  8 Survival.  All  representations,  warranties  and  covenants
contained in this  Subscription  Agreement  shall survive the  acceptance of the
subscription and the issuance of the Securities.

                  9.  Number of  Shares.  Subject  to  acceptance  by Aura,  the
undersigned  hereby  irrevocably  subscribes  for Shares in accordance  with the
terms and conditions of this Subscription Agreement, as follows:

                150,000 Shares at $2.00 per Share for an aggregate  subscription
price of $300,000.

         One Hundred  Percent  (100%) of the  subscription  price must accompany
this Subscription Agreement.

                  10. Items to be Delivered by Subscriber.  The following  items
must be delivered herewith:

                  A.       Completed and executed Subscription Agreement.

          B. Completed and executed Escrow Agreement.

          C. Check  payable to "Guzik &  Associates.  - Escrow  Account" or wire
     transfer to the Escrow Account designated in Paragraph 1 of this Agreement.


<PAGE>


SECURITIES ARE TO BE REGISTERED AS FOLLOWS: (check one)


[ ]      INDIVIDUAL OWNERSHIP                        [ ]      TRUST
         (One signature required                     (Authorized Trustee(s)
         below)                                                       must sign)

[ ]      TENANTS IN COMMON                  [ ]      COMMUNITY PROPERTY
         (All tenants must                           (Both spouses must
         sign below)                                          sign below)

[ ]      JOINT TENANTS WITH RIGHT           [ ]      PARTNERSHIP
         OF SURVIVORSHIP                             (Authorized Partner(s)
         (All tenants must                                    sign)
         sign below)

[X]      CORPORATION OR OTHER ENTITY
         (Authorized officer(s) or
         agent(s) must sign)


<PAGE>




AURA SYSTEMS, INC.
a Delaware corporation
SIGNATURE PAGE

FOR PARTNERSHIPS, CORPORATIONS AND OTHER ENTITIES

THE ISOSCELES FUND LIMITED
Name of partnership, corporation or other entity
(please print or type)

By___________________________________________________
Signature of general partner, authorized officer or
authorized agent

         Principal Office  Bahamas Financial Centre
         Address:          3rd Floor, Shirley & Charlotte Streets
                                    Nassau, Bahamas
         Attention:                 Mr Andrew Dipkin
                                    Tel: (242) 356 5928
                                    Fax: (242) 356 0221
SUBSCRIPTION  AMOUNT:  150,000  Shares  at  $2.00  per  Share  for an  aggregate
subscription price of $300,000

                    Executed  at  Nassau,  Bahamas  this 16 day of  March,  2000
               **********************************************************

     The  foregoing  subscription  for 150,000  Shares is accepted this _ day of
March, 2000.

                                  Aura Systems, Inc.


                                  By_______________________________
                           Signature of  authorized officer