EXHIBIT 10.22

                                ESCROW AGREEMENT

         This ESCROW  AGREEMENT (the  "Agreement") is made as of the 27th day of
February,  2002, by and among AURA SYSTEMS, INC. ("Aura"),  ROBINSON,  DIAMANT &
WOLKOWITZ, A Professional Corporation,  by Lawrence A. Diamant ("Diamant" or the
"Escrow  Agent") and the purchasers  identified on the signature  pages attached
hereto or on counterparts hereof  ("Purchasers") with reference to the following
facts:

                                   WITNESSETH

         A. WHEREAS,  Purchasers have agreed to acquire the indebtedness owed by
Aura to GSS Array Technologies, Inc. ("GSS") and that group of entities formally
known as INFINITY INVESTORS  LIMITED,  a Nevis West Indies corporation  ("IIL"),
GLACIER CAPITAL LIMITED,  a Nevis West Indies  corporation  ("Glacier"),  SUMMIT
CAPITAL LIMITED,  a Nevis West Indies  corporation  ("Summit") and GLOBAL GROWTH
LIMITED, a Nevis West Indies corporation  ("Global") and hereinafter referred to
as Hunt or  Infinity  and for  consideration  to Aura,  forgive a portion of the
indebtedness  and convert  the  remaining  Hunt  indebtedness  to free  trading,
non-legended  Aura common stock in the amounts set forth on the signature  pages
attached hereto (the "Shares"); and

         B. WHEREAS,  the transactions stated above require an escrow account or
trust  account  maintained by Escrow Agent in which  Purchasers'  funds shall be
deposited and from which they shall be paid on the following conditions:

     1. That the purchase prices be exchanged for assignments by Hunt and GSS of
the respective indebtednesses and related rights to Purchasers or their agent on
their  behalf  along with  releases to Aura of possible  GSS or Infinity  claims
other than the indebtednesses (the "Assignments"); and

     2. On  receipt by Escrow  Agent as agent for  Purchasers  ("Agent")  of the
Assignments, to deliver the same and other consideration to Aura in exchange for
Aura's  agreement to allow  conversion of the  remaining  Hunt  indebtedness  to
Shares and the delivery of  instructions  by Aura to its transfer agent to issue
the Shares to Purchasers.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. Paragraphs A and B are  incorporated  herein by reference as though
     fully set forth.

         2.  Purchasers and Aura hereby appoint the Escrow Agent as escrow agent
and Agent for Purchasers as hereinabove described and the Escrow Agent and Agent
hereby accepts such appointment for the purposes and on the terms and conditions
set forth in this Escrow Agreement.

         3. The Escrow Agent will accept from Purchasers,  by wire transfer, the
Escrow  Funds   representing   the  full  amount   required  to  consummate  the
transactions  stated in paragraphs A and B above (the "Purchase  Price"),  which
Purchase  Price is the sum total of the amounts  designated by each  Purchaser's
name on the signature pages attached hereto.

         4.  Purchasers  and Aura hereby  instruct  the Escrow Agent that on the
first Closing Date the Escrow Agent shall release payment to GSS ($1,600,000.00)
and to Hunt ($5,500,000.00 plus interest) in exchange for the Assignments.

         5. The First Closing Date shall be deemed to occur upon satisfaction or
waiver of the  following  conditions:  The Escrow Agent shall have  received the
Assignments  or  facsimile  copies  thereof  showing the same to have been fully
executed along with written representations that originals have been dispatched,
at  which  time  Escrow  Agent  shall  have  wire  transferred  payment  for the
indebtednesses to Hunt and GSS or their agents, respectively.

         6. The Second  Closing Date shall occur on receipt by Escrow Agent of a
communication from general counsel for Aura in writing by facsimile representing
to Escrow Agent that Aura has  instructed its stock transfer agent to issue free
trading  Shares  free and  clear of any  restrictive  legends,  in the  names of
Purchasers and in the amounts set forth on the signature pages attached  hereto,
along with a copy of the written  instructions so instructing the stock transfer
agent. The communication  shall represent that the Shares are acquired at thirty
cents  ($.30)  per  Share  and  that  they  shall  be  delivered  by Aura to the
Purchasers  immediately  upon receipt  thereof from the stock  transfer agent or
delivered  directly to the  Purchasers  by the stock  transfer  agent (the "Aura
Communication").  On receipt by the Escrow Agent of the Aura Communication,  the
Escrow Agent shall wire transfer the remaining  funds held in escrow (the sum of
at least  $1,280,000.00)  to Aura,  which wire transfer  shall evidence (with no
further writing required) the agreement of purchasers as follows:

          a. That the GSS  indebtedness,  $3,200,000.00 is forgiven and that the
     sum of $1,000,000.00 of the Hunt indebtedness is forgiven.

          b.  That  the  funds  wire  transferred  by  Escrow  Agent to Aura are
     consideration  to Aura for its agreement to allow the Purchasers to convert
     the remaining Hunt indebtedness to Aura shares.

          c. That on  receipt  by Escrow  Agent of the Aura  Communication,  the
     remaining Hunt indebtedness shall be fully satisfied with the understanding
     that if the Shares are not  delivered to  Purchasers  within 14 days of the
     date of the Aura  Communication,  then the  indebtednesses and each of them
     shall be reinstated in full.

          d. That  Agent,  on  behalf  of  Purchasers,  shall be  authorized  to
     forthwith  execute such documents as may reasonably be required to evidence
     satisfaction of the  indebtednesses  and termination of Uniform  Commercial
     Code filings and all other of Purchasers rights.

          7. WAIVER OF CONFLICTS OF INTEREST

                  Purchasers  and Aura  acknowledge  that Escrow Agent and Agent
has and  continues to perform  legal  services as counsel for Aura.  Aura hereby
consents to the performance by Escrow Agent and Agent of the services and in the
capacities  provided  for herein  and Aura  waives any right that it may have to
claim  that the  performance  of  services  by Escrow  Agent  and  Agent  herein
constitute a conflict of interest for Escrow Agent and Agent. Aura knowingly and
willingly  agrees to and authorizes the performance by Escrow Agent and Agent of
the services and in the capacities provided for herein.

                  With  full  knowledge  of  the  attorney-client   relationship
existing  between  Lawrence A. Diamant and the Law Firm of  Robinson,  Diamant &
Wolkowitz (the "Law Firm"), on the one hand, and Aura, on the other,  Purchasers
agree  to the  performance  by the Law Firm as  Escrow  Agent  and  Agent of the
services and in the capacities provided for in this Escrow Agreement.

          8. It is  understood  and agreed by the parties to this  Agreement  as
     follows:

          (a) The Escrow  Agent and Agent is not and shall not be deemed to be a
     trustee for any party for any purpose and is merely  acting as a depository
     and in a  ministerial  capacity  hereunder  with the limited  duties herein
     prescribed.

          (b) The  Escrow  Agent and Agent does not have and shall not be deemed
     to have any  responsibility  in respect of any instruction,  certificate or
     notice  delivered to it other than  faithfully to carry out the obligations
     undertaken  in  this  Agreement  and  to  follow  the  directions  in  such
     instruction or notice provided in accordance with the terms hereof.

          (c) The  Escrow  Agent  and Agent is not and shall not be deemed to be
     liable  for any  action  taken or  omitted by it in good faith and may rely
     upon,  and act in  accordance  with,  the  advice  of its  counsel  without
     liability  on its part for any action taken or omitted in  accordance  with
     such advice.  In any event,  its  liability  hereunder  shall be limited to
     liability  for gross  negligence,  willful  misconduct  or bad faith on its
     part.

          (d) The Escrow Agent and Agent may  conclusively  rely upon and act in
     accordance with any  certificate,  instruction  notice,  letter,  telegram,
     cablegram,  fax transmission or other written instrument  believed by it to
     be genuine and signed by the Purchasers and Aura.

          (e) Purchasers  and Aura agree to save harmless,  indemnify and defend
     the  Escrow  Agent and  Agent  for,  from and  against  any  loss,  damage,
     liability,  judgment,  cost and expense  whatsoever,  including  attorney's
     fees,  suffered  or  incurred  by it by reason  of, or on  account  of, any
     misrepresentation  made to it or as to its status for  activities as Escrow
     Agent or Agent under this Agreement except for any loss, damage, liability,
     judgment,  cost  or  expense  resulting  from  gross  negligence,   willful
     misconduct  or bad faith on the part of the Escrow Agent or Agent.  (f) The
     Escrow Agent and Agent shall not be required to defend any legal proceeding
     which may be instituted against it in respect of the subject matter of this
     Agreement.  If any such legal  proceeding  is  instituted  against  it, the
     Escrow Agent and Agent agree promptly to give notice of such  proceeding to
     the  Purchasers  and Aura. The Escrow Agent and Agent shall not be required
     to institute legal proceedings of any kind. Any legal  proceedings  arising
     out of or relating to the subject matter of this Agreement shall be brought
     in a court of competent  jurisdiction  in Los Angeles  County,  California,
     U.S.A.

          (g) The Escrow Agent and Agent shall not, by act,  delay,  omission or
     otherwise,  be deemed to have waived any right or remedy it may have either
     under this Agreement or generally, unless such waiver be in writing, and no
     waiver shall be valid  unless it is in writing,  signed by the Escrow Agent
     and Agent, and only to the extent expressly  therein set forth. A waiver by
     the Escrow  Agent or Agent under the terms of this  Agreement  shall not be
     construed  as a bar to, or waiver  of,  the same or any other such right or
     remedy which it would otherwise have on any other occasion.

          (h) The  Escrow  Agent and Agent may  refrain  from  taking any action
     other than  keeping all  property  held by it in Escrow if it is  uncertain
     concerning  its duties or rights  under this Escrow  Agreement  or receives
     claims or demands from any person or entity or receives a final judgment by
     a court of competent jurisdiction if it deems that necessary or advisable.

          9.  Communication  to and from the Escrow  Agent shall be delivered by
     messenger or forwarded by  facsimile  transmission,  regular,  or certified
     mail,   and  shall  be  effective   when   received.   The   addresses  for
     communications  shall be those set forth on the  signature  pages  attached
     hereto.

          10. The Escrow Agent's and the Agent's  obligations  under this Escrow
     Agreement  shall  terminate  on the date it shall no longer hold any of the
     funds or  instruments  delivered  in escrow  pursuant  to the terms of this
     Agreement.

          11.  This Escrow  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of California.

          12. This Escrow  Agreement may be executed in several  counterparts by
     facsimile signature, each of which shall be original, and such counterparts
     shall together constitute but one and the same instrument.



         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement effective as of the date and year first written above.

                    THE ORBITER FUND, LTD.*(1,000,000 Shares)


                    By:______________________________________

                    Capacity:________________________________

                    Address:_________________________________

                    Fax No. _________________________________



         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement effective as of the date and year first written above.

                   THE VICTOR FUND, LTD. * (1,000,000 Shares)


                    By:______________________________________

                   Capacity:_________________________________

                    Address:_________________________________

                    Fax No. _________________________________


         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement effective as of the date and year first written above.

                      MARTIN H. GARVEY* (1,000,000 Shares)



                    By:______________________________________

                   Capacity:_________________________________

                    Address:_________________________________

                    Fax No. _________________________________



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                     LANCER PARTNERS, LP* (4,000,000 Shares)


                    By:______________________________________

                   Capacity:_________________________________

                    Address:_________________________________

                    Fax No. _________________________________



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                   LANCER OFFSHORE, INC. * (8,000,000 Shares)


                    By:______________________________________

                   Capacity:_________________________________

                    Address:_________________________________

                    Fax No. _________________________________



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                       BRUCE D. COWEN* (1,600,000 Shares)


                    By:______________________________________

                   Capacity:_________________________________

                    Address:_________________________________

                    Fax No. _________________________________



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                          STERLING TECHNOLOGY PARTNERS*
                               (1,328,000 Shares)


                    By:______________________________________

                   Capacity:_________________________________

                    Address:_________________________________

                    Fax No. _________________________________



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                            TIM YU (833,333 Shares) *


                    By:______________________________________

                   Capacity:_________________________________

                    Address:   3115  Gough  Street
                               San  Francisco,   California  94123
                               Fax No. (520) 752-6930



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                        CHANA KURTZMAN (166,667 Shares) *


                    By:______________________________________

                   Capacity:_________________________________

                    Address: 338 Westbourne
                             Los Angeles, California   90048
                             Fax No.  (310) 643-7585



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                               AURA SYSTEMS, INC.


                    By:______________________________________
                     Harry Kurtzman, Chief Executive Officer

                      Address: 2335 Alaska Avenue
                               El Segundo, California  90245
                               Fax No.: (310) 643-7585



                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Agreement effective as of the date and year first written above.

                          ROBINSON, DIAMANT & WOLKOWITZ
                           A Professional Corporation


                    By:______________________________________
                         Lawrence A. Diamant, Secretary

                       Address: 1888 Century Park East, Suite 1500
                                Los Angeles, California  90067
                                Fax No.: (310) 277-7584



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* The sum total of  $4,980,000.00  is to be paid into  escrow on behalf of these
parties, who are to receive the shares listed by their names. * The sum total of
$4,980,000.00  is to be paid into escrow on behalf of these parties,  who are to
receive the shares listed by their names.
* The sum total of  $4,980,000.00  is to be paid into  escrow on behalf of these
parties, who are to receive the shares listed by their names. * The sum total of
$4,980,000.00  is to be paid into escrow on behalf of these parties,  who are to
receive the shares listed by their names.
* The sum total of  $4,980,000.00  is to be paid into  escrow on behalf of these
parties, who are to receive the shares listed by their names. * The sum total of
$4,980,000.00  is to be paid into escrow on behalf of these parties,  who are to
receive the shares listed by their names.
* The sum total of  $4,980,000.00  is to be paid into  escrow on behalf of these
parties, who are to receive the shares listed by their names. * The sum total of
$4,980,000.00  is to be paid into escrow on behalf of these parties,  who are to
receive the shares listed by their names.
* The sum total of  $4,980,000.00  is to be paid into  escrow on behalf of these
parties, who are to receive the shares listed by their names.