exhibit  10.42

**STOCK PLEDGE AGREEMENT**

This Stock Pledge Agreement (this "Agreement")  is entered as of January 19, 2004, by and among AURA SYSTEMS, INC., a Delaware  corporation (the "Pledgor"), and _______ ________ ("Pledgee"). 

# RECITALS

WHEREAS, in connection with a loan to  the Pledgor by the Pledgee, the Pledgor and the Pledgee entered into an Agreement  dated as of the date hereof (the "Agreement"), the Company executed  in favor of the Pledgee a Convertible Promissory Note dated the date hereof  (the "Note"), the Company executed in favor of Pledgee a Security  Agreement dated as of the date hereof (the "Security Agreement");

 WHEREAS, the Pledgee is to  receive a pledge of and security interest in the 177,000 shares of Telemac Corporation,  described herein, and the Pledgor is to execute and deliver this Agreement to  further evidence and effectuate such pledge and security interest; and 

WHEREAS, the Pledgor previously granted  a first priority pledge of and security interest in the same 177,000 shares  of Telemac Corporation in favor of Koyah Leverage Partners, L.P., as collateral  agent (the "Koyah Collateral Agent") for itself and Koyah Partners,  L.P., a Delaware limited partnership (collectively, "Koyah") to secure loans  made by Koyah.

 NOW, THEREFORE, for valuable  consideration, the receipt of which is hereby acknowledged, the parties do hereby  agree as follows: 

# **AGREEMENT**

**1.****Definitions.**

 (a) *Certificates*. "Certificates"  means the certificate evidencing ownership of the Collateral.

 (b) *Collateral*. "Collateral"  means One Hundred Seventy-Seven Thousand Seven Hundred and Seventy-Seven (177,777)  shares of common stock of the Company, together with any and all substitutions,  additions and proceeds of the foregoing, whether now owned or hereafter acquired.  

 (c)  *Company.*"Company"  means Telemac Corporation, a Delaware corporation. 

 (d)  *Default*. "Default"  has the meaning set forth in the Note.

 (e)  *Obligations*. "Obligations"  has the meaning set forth in the Security Agreement. For purposes of this Agreement  and the Security Agreement, the term "Obligations" as used herein and therein  shall specifically include any and all Obligations arising out of or in connection  with the Note and this Agreement. 

 2. **Pledge and Security Interest.**To secure the full and punctual payment and discharge of the Obligations,  the Pledgor hereby pledges the Collateral to the Pledgee and grants to the Pledgee  a continuing security interest in the Collateral. Such security interest of  the Pledgee is junior to the security interest previously granted to the Koyah  Collateral Agent, and subject to the terms and conditions of the Intercreditor  Agreement (as defined below).

 3. **Location and Transfer  of Collateral.**The Certificates are in the possession of the Koyah Collateral  Agent (or its designee), under the terms of a Stock Pledge Agreement dated August  18, 2003 and shall remain in the possession of the Koyah Collateral Agent (or  its designee) until such time as released by the Koyah Collateral Agent (or  its designee). Upon such release, Pledgor shall deliver (i) the Certificates  to the Pledgee (or its designee) and (ii) stock power(s), duly executed in blank,  for the Collateral to the Pledgee (or its designee).

 4. **Warranties  and Covenants of the Pledgor.** The Pledgor represents and warrants, covenants  and agrees as follows:

 (a) *Ownership of Collateral.*  Except for the security interest in favor of the Koyah Collateral Agent or the  security interest in favor of other parties to the Intercreditor Agreement (as  defined below), the Pledgor has good, valid marketable title to the Collateral,  free from any liens, charges, pledges, security interests, encumbrances, rights  to purchase or other claim or interest of any kind. 

 (b) *Liens.*Except for  the security interest in favor of the Koyah Collateral Agent or the security  interest in favor of other parties to the Intercreditor Agreement, the Pledgor  will neither create nor permit the creation of any lien charge, pledge, security  interest, encumbrance, right to purchase or other claim or interest in the Collateral  without the prior written consent of the Pledgee.

 (c) *Security Interest.*The  Pledgee will at all times have a valid security interest in the Collateral,  and will at all times have a perfected security interest in the Collateral after  delivery thereof to Pledgee (or its designee). 

 (d)  *Valid Issuance.*The  Collateral consists of validly issued, fully paid and nonassessable shares.  

 (e)  *Transfers.*Other  than the transfers contemplated by this Agreement, the Pledgor will neither  make nor permit any transfer of the Collateral without the prior written consent  of the Pledgee.

 (f)  *Reimbursement of Expenses.*The Pledgor will reimburse Pledgee for any expenses reasonably incurred  by the Pledgee in protecting or realizing on the Collateral.

 (g)  *Placement of Legend.*If requested by the Pledgee, the Pledgor shall place a legend on the Certificates  stating that the shares represented by the Certificates are subject to the restrictions  imposed by this Agreement.

 (h)  *Payment of Taxes and  Indebtedness*. The Pledgor shall promptly pay all liens, taxes, assessments,  or contributions required by law which may come due and which are lawfully levied  or assessed with respect to the Pledgor or any of the Collateral.

 (i)  *Company Consent*.  The Pledgor has obtained any and all required consents of the Company for the  transactions contemplated by this Agreement, including without limitation the  pledge of the Collateral.

 (j) *Margin Regulations.*  The Collateral is not "margin stock" within the meaning of the Regulation U  promulgated by the Board of Governors of the Federal Reserve System, and no  part of the proceeds of the loans evidenced by the Notes will be used, whether  directly or indirectly, or whether immediately, incidentally or ultimately,  (a) to purchase or carry any "margin stock" or to extend credit to others for  the purpose of purchasing or carrying any "margin stock" or to refund indebtedness  incurred for such purpose or (b) for any purpose which entails a violation of,  or is inconsistent with, the provisions of Regulations U or X promulgated by  such Board of Governors.

****5. **Exercise  of Shareholder Rights.**

**** (a)  *Receipt of Dividends and Distributions.* Prior to the occurrence of a  Default, the Pledgor shall have the right to receive and retain any ordinary  dividends or other distributions paid on the Collateral.

 (b)  *Right  to Vote.*Prior to the occurrence of a Default, the Pledgor may vote the  Collateral for all purposes allowed within the restrictions set by this Agreement.  The Pledgor agrees not to vote the Collateral or otherwise to act in any way  which will adversely affect the value of the Collateral.

 6.                   **Remedies Upon Default.**

 (a) *Pledgee  May Register Shares.* Upon the occurrence of a Default, the Pledgee may cause  the Collateral to be transferred to the Pledgee's name and may exercise any  right normally incident to the ownership of the Collateral, including the right  to vote and to receive all dividends or other payments.

**(b)  *Collateral.*Upon the occurrence of a Default, the Pledgee may sell all  or any part of the Collateral at public or private sale. The Pledgee may purchase  all or any part of the Collateral at the sale. Proceeds of any sale shall be  applied first to pay all costs and expenses related to the Default and sale  of the Collateral, including all attorneys' fees, and second, to pay all amounts  owed on the Obligations, with any excess to be returned to the Pledgor.

**(c)*Remedies Cumulative.*Upon the occurrence of a Default, the Pledgee shall  have all rights and remedies available to them at law or in equity, including  all rights available under the Uniform Commercial Code, and all rights and remedies  granted under this Agreement, the Note, the Security Agreement and any other  related documents or agreements. These rights and remedies shall be cumulative,  and may be exercised singly or concurrently with all other rights and remedies  the Pledgee may have.

 (d)  *Order  of Realization on the Collateral.*The Pledgee may realize upon the Collateral,  as well as any other collateral, in any order.

**(e)  *Acknowledgments and Agreements of Pledgor*.****The Pledgor hereby  acknowledges and agrees (i) that the Pledgor hereby waives all rights of redemption,  stay, valuation and appraisal under any applicable laws, (ii) that ten (10)  days prior written notice of the Pledgee's intention to make any sale of the  Collateral is commercially reasonable notice, (iii) that the requirements of  federal and state securities laws may limit the Pledgee's sale of all or part  of the Collateral as well as the extent or manner in which any subsequent transferee  could dispose of the same, (iv) in light of such restrictions, the Pledgee may  effect a private sale to one or more purchasers who will agree, among other  things, to acquire the Collateral for their own account, for investment, and  not with a view to the distribution or resale thereof, (v) that the Pledgee  may proceed to make such a sale whether or not a registration statement for  the purpose of registering the Collateral shall have been filed and may approach  and negotiate with a single potential purchaser to effectuate such sale, (vi)  any such sale might result in prices or other terms less favorable than if such  sale were a public sale without such restrictions, and the Pledgee shall incur  no liability for selling any Collateral under such circumstances, and (vii)  the foregoing shall apply not withstanding the existence of a public or private  market upon which the quotations or sales prices may exceed substantially the  price at which the Pledgee sells.

 (f) *Registration.*The Pledgor hereby assigns to the Pledgee, upon the occurrence of a Default,  all registration rights the Pledgor now has or may hereafter acquire with respect  to the Collateral. If the Pledgees desires to sell any of the Collateral at  a public sale, the Pledgor will, upon request of the Pledgee, use its best efforts  to cause the issuer of the Collateral to register the Collateral under federal  and state securities laws and maintain the effectiveness of such registration,  to the extent consistent with such registration rights. The Pledgor further  agrees to indemnify, defend and hold harmless the Pledgee, any underwriter and  their respective officers, directors, affiliates and controlling persons from  and against all loss, liability, expenses, costs of counsel and claims (including  the costs of investigation) that they may incur in so far as such loss, liability,  expense or claim arising out of or is based upon any alleged untrue statement  of a material fact contained in any prospectus, or arises out of or is based  upon any alleged omission to state a material fact required to be stated therein  or necessary to make the statements therein not misleading, except in so far  as they may have been caused by any untrue statement or omission based upon  the information furnished in writing by the Pledgee expressly for use therein.  The Pledgee will bear all costs and expenses of carrying out the foregoing obligations  on its part. The Pledgor acknowledges and agrees that there is no adequate  remedy at law for failure by it to comply with the provisions of this Section  and that such failure would not be adequately compensable in damages, and therefore  agrees that its agreements contained in this Section may be specifically enforced.

 (g) *Rights  of Other Creditors.* The security interest of the Pledgee and the rights  of the Pledgee upon the occurrence of any Default or otherwise under this Agreement  shall be subject to the senior security interest of the Koyah collateral Agent  and the rights of the Koyah Collateral Agent upon the occurrence of any default  or otherwise under its security documents.

 7.  Termination of  Agreement.****This Agreement shall remain in full force and effect until  the Obligations have been fully and finally discharged. 

8. **Miscellaneous.**

 (a)  *Waiver*.  No right or obligation under this Agreement will be deemed to have been waived  unless evidenced by a writing signed by the party against which the waiver is  asserted or by its duly authorized representative. Any waiver will be effective  only with respect to the specific instance involved, and will not impair or  limit the right of the waiving party to insist upon strict performance of the  right or obligation in any other instance, in any other respect, or at any other  time.

 (b)  *Notice*.  Any notice or other communication required or permitted under this Agreement  shall be in writing and shall addressed to the party to which it is directed  at such party's address or fax number set forth in the Note. 

 (c)  *Modifications  to Be in Writing.*To be effective, any modification to this Agreement must  be in writing signed by all parties to the Agreement.

 (d)  *Agreement  Binding upon Successors and Assigns.*This Agreement shall bind the Pledgor  and its successors and assigns. All rights, privileges, and powers granted to  the Pledgee under this Agreement shall benefit the Pledgee and its successors  and assigns.

 (e)  *Assignment  of Agreement.*At any time, the Pledgee may assign or transfer any of its  rights or powers under this Agreement to any person or entity. The Pledgor may  not transfer its rights, duties, or obligations under this Agreement without  the prior written consent of the Pledgee.

 (f)  *Further  Assurances.*Both the Pledgor and the Pledgee agree to take any further actions  and to make, execute, and deliver any further written instruments which may  be reasonably required to carry out the terms, provisions, intentions, and purposes  of this Agreement.

 (g)  *Governing  Law.***Consistent with the governing law and venue provision of the Intercreditor  Agreement, this Agreement shall be governed by and construed and interpreted  in accordance with the law of the State of Washington, without regard to that  state's conflict of laws principles. All disputes between the parties hereto,  whether sounding in contract, tort, equity or otherwise, shall be resolved only  by state and federal courts located in Spokane, Washington, and the courts to  which an appeal therefrom may be taken. All parties hereto waive any objections  to the location of the above referenced courts, including but not limited to  any objection based on lack of jurisdiction, improper venue or forum non-conveniens.  Notwithstanding the foregoing, any party obtaining any order or judgment in  any of the above referenced courts may bring an action in a court in another  jurisdiction in order to enforce such order or judgment.**

(h) *Costs and Expenses.*  The Pledgor hereby agrees to pay to the Pledgee upon demand all costs and expenses,  including attorney's fees, incurred in connection with the administration of  this Agreement, including without limitation all filings or other actions required  by the Pledgee in connection with perfecting or otherwise protecting the security  interest granted hereunder. In addition, the Pledgor hereby agrees to pay to  the Pledgee upon demand all costs and expenses, including attorney's fees, incurred  in connection with the enforcement of this Agreement, collection of the Obligations  and the protection, preservation, collection or sale of or other realization  upon the Collateral, including without limitation in any out-of-court workout,  any court action, any appeal or any bankruptcy proceeding. 

 (i)  *Severability*.  If any provision of this Agreement or any application of any provision is determined  to be unenforceable, the remainder of this Agreement shall be unaffected. If  the provision is found to be unenforceable when applied to particular persons  or circumstances, the application of the provision to other persons or circumstances  shall be unaffected.

 (j)  *Headings*.  Headings used in this Agreement have been included for convenience and ease  of reference only, and will not in any manner influence the construction or  interpretation of any provision of this Agreement.

 (k)  *Counterparts*.  This Agreement may be executed in any number of counterparts, each of which  will be deemed to be an original and all of which together will constitute a  single agreement.

 (l) *Intercreditor  Agreement.* The terms and conditions of this Agreement shall also be governed  by and subject to the terms and conditions of an Intercreditor Agreement dated  as of the date hereof (the "Intercreditor Agreement") among the Pledgor,  the Pledgee, Koyah and the other parties named therein.

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 IN WITNESS WHEREOF, the parties  have caused this Agreement to be duly executed and delivered as of the date  first set forth above. 

|   | "Pledgor" 

AURA SYSTEMS, INC.

By: 

Name: 

Title:               |
|--------|--------------------------------------------------------------------|
|   | "Pledgee" 

____________________

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