PROMISSORY NOTE

$3,200,000                                                      March 26, 1999

         FOR  VALUE  RECEIVED,  Yoshikazu  Masayoshi,  Sadao  Masayoshi,  Sachie
Masayoshi and Kazuaki Masayoshi (jointly and severally,  the "Maker") promise to
pay to the order of Aura Systems,  Inc. (the "Initial  Payee") Three Million Two
Hundred  Thousand  Dollars  ($3,200,000.00)  at 2335 Alaska Avenue,  E1 Segundo,
California  90245 or such other address as the Initial  Payee or any  subsequent
holder of this Note  (the  holder  from  time to time  being  the  "Payee")  may
designate  from time to time,  together with  interest in  accordance  with this
Note.

         1.  Payment.  Principal  and  interest  shall be payable in twelve (12)
equal monthly installments of $290,000.00 commencing May 15, 1999 and continuing
on the first business day of each month thereafter.

         2.  Prepayment.  The Maker may prepay this Note in whole at any time by
paying  the  full  amount  of all  installments  remaining  unpaid  (that is (i)
$290,000.00   multiplied  by  (ii)(x)  twelve  (12)  minus  (y)  the  number  of
installments previously paid), and may not otherwise prepay this Note.

         3.       Default.

                  3.1 Acceleration. If any "Default" (as defined in section 3.2)
shall  occur,  including  the  expiration  of any grace  period  provided for in
section 3.2, then,  without further demand or notice,  the entire unpaid balance
of principle and interest pursuant to this Note shall become immediately due and
payable,  and the Payee shall have all the rights and  remedies  available to it
under applicable law.

                  3.2 Definition.  Thc occurrence of any of the following events
shall constitute a "Default" pursuant to this Note:

                           3.2.1 Thc Maker shall fail to pay any installment due
under this Note within three
(3)  business  days  of its  due  date  or any  check  given  in  payment  of an
installment shall be returned as uncollected; or

                           3.2.2    Any Maker shall make an  assignment  for the
 benefit of his  creditors or admit in writing his inability to pay his debts as
 they become due; or

               3.2.3 Any Maker shall be adjudicated a bankrupt,  or a custodian,
          trustee  or  receiver  shall  be  appointed  for  his  or of  all or a
          substantial part of his property, and such adjudication or appointment
          shall not be  discharged,  vacated or stayed on appeal  within  thirty
          (30)  days;  or  any  court  shall  take  jurisdiction  of  all  or  a
          substantial  part of the  property  of any  Maker  in any  involuntary
          proceeding for the reorganization, dissolution, liquidation or winding
          up of such Maker,  and such proceeding shall not be discharged or such
          jurisdiction relinquished or vacated or stayed on appeal within thirty
          (30) days; or any Maker shall file a petition, or an answer consenting
          to or  acquiescing  in a petition  against him, in bankruptcy or under
          the Federal  Bankruptcy  Code or any similar  law,  state,  federal or
          foreign,  whether now or hereafter existing or any such petition filed
          against  such Maker shall be approved or not vacated or stayed  within
          thirty (30) days.

               3.2.4 A Default  (as defined  therein)  by the Maker  pursuant to
          that  certain  Promissory  Note in the  original  principal  amount of
          $1,000,000 of even date  herewith  payable to the order of the Initial
          Payee.

                  3.3  Post-Default  Interest.  In view of the  acceleration  of
principal  and interest  following a Default,  the Maker shall not be liable for
any additional  accrual of  post-Default  interest from the date of such Default
through May 15, 2000,  the date through which interest on this Note is computed.
If a Default  shall occur and full  payment  has not been made by May 15,  2000,
then,  from and after such date,  the entire  unpaid  balance of  principal  and
interest then due and payable  pursuant to this Note shall accrue  interest at a
rate of 16% per annum,  compounded monthly.  Notwithstanding the prior sentences
of this  section  3.3 or any other  provision  of this Note,  in no event  shall
interest be due or payable or accrued on this Note in excess of the maximum rate
of  interest  permitted  under  applicable  law,  In the event that it should be
determined that the Maker has paid excess interest, such excess shall instead be
treated as a prepayment of principal.

                  3.4 Costs.  The Maker hereby further promises to pay all costs
and expenses  incurred in connection with the collection and  administration  of
this Note,  including,  without limitation,  reasonable attorneys fees and court
costs and special bank charges.

         4.  Collateral.  As security  for this Note,  the Maker has granted the
Payee a security interest in two hundred eighty (280) shares of the common stock
of MYS K.K., as well as certain other  instruments  or  agreements,  pursuant to
that  certain  Escrow  Agreement  among the Maker,  the  Initial  Payee and Wolf
Haldenstein Adler Freeman & HERZ LLP executed simultaneously with this Note, the
terms of which Escrow Agreement are incorporated herein by this reference,

         5.  Set-Offs.  The Maker may not  assert any  deduction  for any claim,
set-off.  disability,  counterclaim or recoupment of any kind whatsoever against
this Note, but must assert the same in a separate action.  The Payee may, at its
option,  withhold  any payment  which it owes at any time to the Maker and apply
such payment against this Note as a prepayment hereof.

         6.  Waiver.  The Maker hereby  expressly  waives  presentment,  demand,
protest,  notice of protest, notice of dishonor and any and all other notices or
demands of whatever  character  to which the Maker might  otherwise be entitled.
Each Maker further  consents to any  extension  granted by any holder as well as
the release of any collateral or any co-Maker and waives notice thereof.

         7.       Governing Law/Consent to Jurisdiction.

                  7.1 Governing Law. This Note 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.  Each Maker irrevocably  consents
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 Note.

         8. Notices. Any notice required or permitted under this Note must be in
writing  and shall be  considered  given when  delivered  personally  or sent by
telecopier  or two (2) days after it is sent by  nationally  recognized  courier
(Federal  Express,  DHL etc.) to the party for which intended,  in each event at
the  following  addresses or telecopy  numbers (or at such address or numbers as
either party may specify by notice to the other hereunder):

         To the Maker:

         c/o Sadao Masayoshi
         990 West 190th, Suite 210
         Torrance, California 90502

         Telecopier No.: (310) 527-7148

         To the Payee:

         At the address established for payment.

         IN WITNESS  WHEREOF,  the Maker has duly executed this Note on the date
and year first above written.


                                            Yoshikazu Masayoshi

                                            Sadao Masayoshi


                                            Sachie Masayoshi


                                            Kazuaki Masayoshi



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