PROMISSORY NOTE

$1,000,000                                                      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") One Million dollars
($1,000,000.00)  at 2335 Alaska  Avenue,  El 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.  The entire principal balance of this Note shall
                    be payable in full, without interest, on April 15, 1999.

         2.  Prepayment.  The  Maker may  prepay  this Note in whole at any time
without premium or penalty, but may not prepay this Note in part.

         3.       Default.

                  3.1  Definition.  If the Maker  shall fail to pay this Note in
full on or before  April  15.  1999,  then  this  Note  shall be deemed to be in
"Default."

                 3.2 Post-Default Interest. If a Default shall occur, then, from
and after  April 15,  1999,  the  entire  unpaid  balance  then due and  payable
pursuant  to this  Note  shall  accrue  interest  at a rate  of 16%  per  annum,
compounded  monthly.  Notwithstanding  the prior sentence 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.

                  3.3 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  waves  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




                 [REMAINDER OF PAGE INTENTIONALLY' LEFT BLANK]



<PAGE>





                           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



<PAGE>