10.21.1

                      FIRST AMENDMENT TO SECURITY AGREEMENT


         THIS FIRST  AMENDMENT  TO SECURITY  AGREEMENT,  dated as of October 22,
1999 (the  "Amendment")  is entered  into  between  and among RGC  INTERNATIONAL
INVESTORS, LDC, a Cayman Islands limited duration company ("Secured Party"), and
AURA SYSTEMS, INC., a Delaware corporation ("Debtor").

                                                Preliminary Statement

         WHEREAS,  Debtor and Secured Party are parties to that certain Security
Agreement,  dated as of October 7, 1998,  (the  "Existing  Security  Agreement")
pursuant  to which  Debtor has  granted a lien on,  and  security  interest  in,
certain of its assets as security for, among other things, the repayment of that
certain Convertible Senior Secured Note, dated as of October 7, 1998 and amended
and restated  effective as of October 22, 1999, payable from Debtor to the order
of Secured Party (the "Note"); and

         WHEREAS,  Debtor has requested,  and Secured Party has agreed, to amend
the Existing  Security  Agreement in certain  respects to effect such  requested
modifications.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants herein contained and intending to be legally bound hereby,  the Debtor
and Secured Party hereby amend the Existing Security Agreement,  but only to the
extent  and on the terms and  conditions  specifically  set  forth  herein.  All
capitalized  terms  used  herein  and  not  otherwise  defined  shall  have  the
respective meanings ascribed to them in the Existing Security Agreement.

1.       Amendment to the Existing Security Agreement.

         (a) Section 3.5 - Section 3.5 of the  Existing  Security  Agreement  is
hereby  amended  by  deleting  the  section  in its  entirety  and  substituting
"[RESERVED]" in place thereof.

         (b) Section 3.9 - Section 3.9 of the  Existing  Security  Agreement  is
hereby amended by deleting the first sentence thereof in its entirety.

         (c) Section 7 - Section 7 of the Existing Security  Agreement is hereby
amended by deleting the definition of "Permitted Liens" contained therein in its
entirety and substituting in place thereof the following definition:




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         "Permitted   Liens"  shall  mean  (a)  any  liens  for  current  taxes,
         assessments,  and other  governmental  charges not yet due and payable;
         (b) any mechanic's, materialman's, carrier's, warehousemen's or similar
         liens for sums not yet due; (c) easements, rights-of-way,  restrictions
         and other similar  encumbrances on the real property or fixtures of the
         Debtor incurred in the ordinary  course of business which  individually
         or in the aggregate are not  substantial  in amount and which do not in
         any case  materially  detract  from the value or  marketability  of the
         property  subject thereto or interfere with the ordinary conduct of the
         business of the  Debtor;  (d) liens  (other  than liens  imposed on any
         property  of the Debtor  pursuant  to ERISA or Section 412 of the Code)
         incurred or deposits made in the ordinary course of business, including
         liens in connections with workers' compensation, unemployment insurance
         and other types of social  security and liens to secure  performance of
         tenders, statutory obligations, surety and appeal bonds (in the case of
         appeal bonds such lien shall not secure any  reimbursement or indemnity
         obligation in an amount greater than $100,000),  bids,  leases that are
         not  capital  leases,  performance  bonds,  sales  contracts  and other
         similar obligations,  in each case, not incurred in connection with the
         obtaining of credit or the payment of a deferred  purchase  price;  (e)
         liens on and security  interests in the Collateral  created in favor of
         the Secured  Party;  (f)  purchase  money liens to secure the  deferred
         purchase  price of property not to exceed the lower of the cost or fair
         market value of the property  that is purchased in the ordinary  course
         of business  consistent  with past  practice;  (g) liens  evidenced  by
         perfected  security interests existing on October 1, 1999 and listed in
         the "lien searches"  attached hereto as Schedule 7.2(a) and made a part
         hereof and liens  evidenced  by  judgments  entered  against the Debtor
         prior to October 1, 1999 and listed in Schedule  7.2(b) and made a part
         hereof; and (h) liens existing after October 1, 1999 so long as no such
         lien (excluding judgment liens),  individually,  evidences indebtedness
         of more than $100,000 and so long as all such liens (including judgment
         liens),  in the  aggregate,  evidence  indebtedness  of not  more  than
         $500,000.

         (d) Section 7.1 - Section 7.1 of the  Existing  Security  Agreement  is
hereby amended by deleting the section in its entirety and substituting in place
thereof the following:

         "7.1 Except as otherwise  permitted by Section 1.3 of the Notes,  sell,
         assign (by operation of law or otherwise),  or otherwise dispose of any
         of the Collateral  except sales or inventory in the ordinary  course of
         business."

         (e)  Section  10 - Section 10 of the  Existing  Security  Agreement  is
hereby  amended  by  inserting  the  following  language  at the end of the last
sentence thereof:

                    ";   provided,   however,   that  in  connection   with  any
                    disposition   of  assets  by  Aura   Ceramics,   Inc.,   MYS
                    Corporation,  Aura Sound,  Inc. or  Electrotec  Productions,
                    Inc.  in  accordance  with  Section  1.3 of the  Notes,  the
                    Secured Party Agrees to execute termination  statements with
                    respect to such  dispositions  as  reasonably  requested  by
                    Debtor on or after the consummation of such transactions."

2.       Effect of Amendment.




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         This  Amendment  amends the  Existing  Security  Agreement  only to the
extent  and in the  manner  herein  set  forth,  and in all other  respects  the
Existing Security Agreement is ratified and confirmed.

3.       Counterparts.

         This  Amendment  may be signed in any number of  counterparts,  each of
which shall be an  original,  with the same effect as if the  signatures  hereto
were upon the same instrument.

4.       Governing Law.

         This Amendment and all rights and obligations of the parties  hereunder
shall be governed by and construed in  accordance  with the laws of the State of
Delaware  applicable  to  agreements  made and to be  performed  in the State of
Delaware  (without  regard to  principles  of  conflict of laws).  Both  parties
irrevocably  consent to the jurisdiction of the United States federal courts and
the state  courts  located in Delaware  with  respect to any suit or  proceeding
based on or  arising  under  this  Amendment,  the  agreements  entered  into in
connection  herewith  or the  transactions  contemplated  hereby or thereby  and
irrevocably  agree that all claims in respect of such suit or proceeding  may be
determined  in such  courts.  Both parties  irrevocably  waive the defense of an
inconvenient  forum to the maintenance of such suit or proceeding.  Both parties
further  agree that  service of process  upon a party mailed by first class mail
shall be deemed in every respect  effective service of process upon the party in
any such suit or proceeding. Nothing herein shall affect either party's right to
serve  process in any other manner  permitted by law.  Both parties agree that a
final non-appealable judgment in any such suit or proceeding shall be conclusive
and may be enforced in other  jurisdictions  by suit on such  judgment or in any
other lawful manner.



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         IN WITNESS  WHEREOF,  Debtor and  Secured  Party have caused this First
Amendment  to  Security  Agreement  to be  executed  by their  proper  corporate
officers thereunto duly authorized as of the day and year first above written.


AURA SYSTEMS, INC.



By:______________________________
      Name:
      Title:



RGC INTERNATIONAL INVESTORS, LDC
By:      Rose Glen Capital Management, L.P., Investment Manager
         By:      RGC General Partner Corp., as General Partner


By: ______________________________
         Wayne D. Bloch
         Managing Director



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