exhibit  10.33

**EXHIBIT A  TO  AMENDMENT AGREEMENT**

**Form of Replacement  Warrant**

***THIS WARRANT AND THE SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN  STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND  RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT  AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION  THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE  FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER  OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE  IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.***

**Warrant To Purchase  Common Stock**

**Of**

**Aura Systems, Inc.**

December 19, 2003

No. W-__

This certifies that ____________________  (the "Holder") is entitled, subject to the terms and conditions of this Warrant,  to purchase from AURA SYSTEMS, INC., a Delaware corporation (the "Company"),  all or any part of an aggregate of _________ shares of the Company's authorized  and unissued Common Stock, par value $.005 (the "Warrant Stock"), at the Warrant  Price (as defined herein), upon surrender of this Warrant at the principal offices  of the Company, together with a duly executed subscription form in the form  attached hereto as Exhibit 1 and simultaneous payment of the Warrant Price for  each share of Warrant Stock so purchased in lawful money of the United States,  unless exercised in accordance with the provisions of Section 2.5 of this Warrant.  The Holder may exercise the Warrant at any time after the date of this Warrant  and prior to the seventh anniversary of the date hereof (the "Expiration Date").

This Warrant is issued pursuant to the  Amendment Agreement dated as of November 25, 2003 (the "Amendment  Agreement"), by and among the Company and the Holders named therein.

1.Definitions. The following definitions shall apply for purposes  of this Warrant:

1.1"Acquisition" means any consolidation, merger or reorganization of the  Company with or into any other corporation or other entity or person, or any  other corporate reorganization, in which the stockholders of the Company immediately  prior to such consolidation, merger or reorganization, own less than fifty percent  of the Company's voting power immediately after such consolidation, merger or  reorganization, or any transaction or series of related transactions to which  the Company is a party in which in excess of fifty percent of the Company's  voting power is transferred, excluding any consolidation, merger or reorganization  effected exclusively to change the domicile of the Company.

1.2"Asset Transfer" means a sale, lease or other disposition of all or substantially  all of the assets of the Company.

1.3"Company" means the "Company" as defined above and includes any corporation  or other entity that succeeds to or assumes the obligations of the Company under  this Warrant.

1.4"Common Stock" means the Common Stock, par value $.005, of the Company.

1.5"Fair Market Value" of a share of Warrant Stock means (i) if the Common  Stock is traded on a securities exchange, the average of the closing price on  each trading day over the ten consecutive trading day period ending three trading  days before the day the Fair Market Value of the securities is being determined,  (ii) if the Common Stock is actively traded over-the counter, the average of  the closing bid and asked prices quoted on the NASDAQ system (or similar system)  on each trading day over the ten consecutive trading day period ending three  trading days before the day the Fair Market Value of the securities is being  determined, or (iii) if at any time the Common Stock is not listed on any securities  exchange or quoted in the NASDAQ System or the over-the-counter market, then  the Fair Market Value determined by the Company's Board of Directors in good  faith.

1.6"Holder" means the "Holder" as defined above and includes any transferee  who shall at the time be the registered holder of this Warrant.

1.7"Warrant" means this Warrant and any warrant(s) delivered in substitution  or exchange therefor, as provided herein.

1.8"Warrant Price" means $0.11 per share of Warrant Stock. The Warrant  Price is subject to adjustment as provided herein.

1.9"Warrant Stock" means the Common Stock. The number and character of  shares of Warrant Stock are subject to adjustment as provided herein and the  term "Warrant Stock" shall include stock and other securities and property at  any time receivable or issuable upon exercise of this Warrant in accordance  with its terms. 

2.Exercise.

2.1Method of Exercise. Subject to the terms and conditions of this  Warrant, the Holder may exercise the purchase rights represented by this Warrant  in whole or in part, at any time or from time to time, on or after the date  hereof and before the Expiration Date, by surrendering this Warrant at the principal  offices of the Company, with the subscription form attached hereto duly executed  by the Holder, and payment of an amount equal to the product obtained by multiplying  (i) the number of shares of Warrant Stock so purchased by (ii) the Warrant Price,  as specified in Section 2.2 below.

2.2Form of Payment. Except as provided in Section 2.5, payment may  be made by (i) a check payable to the Company's order, (ii) wire transfer of  funds to the Company, (iii) cancellation of indebtedness of the Company to the  Holder, or (iv) any combination of the foregoing.

2.3Partial Exercise. Upon a partial exercise of this Warrant, this  Warrant shall be surrendered by the Holder and replaced with a new Warrant or  Warrants of like tenor for the balance of the shares of Warrant Stock purchasable  under the Warrant surrendered upon such purchase. The Warrant or Warrants will  be delivered to the Holder thereof within a reasonable time.

2.4No Fractional Shares. No fractional shares may be issued upon  any exercise of this Warrant. If upon any exercise of this Warrant a fraction  of a share results, such fraction shall be rounded upwards or downwards to the  nearest whole number. 

2.5Net Exercise Election. The Holder may elect to convert all or  a portion of this Warrant, without the payment by the Holder of any additional  consideration, by the surrender of this Warrant or such portion to the Company,  with the net exercise election selected in the subscription form attached hereto  duly executed by the Holder, into the number of shares of Warrant Stock that  is obtained under the following formula:

## X = Y (A-B)

### A

where X = the number  of shares of Warrant Stock to be issued to the Holder pursuant to this Section  2.5.

Y = the number of shares of Warrant  Stock purchasable under this Warrant, or if only a portion of the Warrant is  being exercised, the number of shares of Warrant Stock represented by the portion  of the Warrant being exercised.

A = the Fair Market Value of one share  of Warrant Stock at the time the net exercise election is made pursuant to this  Section 2.5.

B = the Warrant Price.

2.6Condition of Exercise. As a condition to any exercise of this  Warrant, the Holder shall represent and warrant as to its status as an "accredited  investor" under the Securities Act of 1933, as amended (the "Act"), by delivering  the subscription form attached hereto (together with the appendix attached thereto).  

3.      Issuance of Stock. This Warrant shall be deemed to have been  exercised immediately prior to the close of business on the date of its surrender  for exercise as provided above, and the person entitled to receive the shares  of Warrant Stock issuable upon such exercise shall be treated for all purposes  as the holder of record of such shares as of the close of business on such date.  As soon as practicable, but in any event no later than three days after such  date, the Company shall issue and deliver to the person or persons entitled  to receive the same a certificate or certificates for the number of whole shares  of Warrant Stock issuable upon such exercise. The Company covenants and agrees  that all shares of Warrant Stock that are issued upon the exercise of the rights  represented by this Warrant will, upon issuance, be duly authorized, validly  issued, fully paid and nonassessable and free from all preemptive rights of  any stockholder, free of all taxes, liens and charges with respect to the issue  thereof and free and clear of any restrictions on transfer (other than under  the Act and state securities laws).

4.      Adjustment Provisions. The number and character of shares of  Warrant Stock issuable upon exercise of this Warrant (or any shares of stock  or other securities or property at the time receivable or issuable upon exercise  of this Warrant) and the Warrant Price for the Common Stock are subject to adjustment  upon the occurrence of the following events between the date this Warrant is  issued and the date it is exercised:

4.1Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc.  The Warrant Price of this Warrant and the number of shares of Warrant Stock  issuable upon exercise of this Warrant (or any shares of stock or other securities  at the time issuable upon exercise of this Warrant) shall each be appropriately  and proportionally adjusted to reflect any stock dividend, stock split, reverse  stock split, combination of shares, reclassification, recapitalization or other  similar event affecting the number of outstanding shares of Warrant Stock (or  such other stock or securities).

4.2Adjustment for Other Dividends and Distributions.  In case the Company shall make or issue, or shall fix a record date for the  determination of eligible holders entitled to receive, a dividend or other distribution  payable with respect to the Warrant Stock that is payable in (a) securities  of the Company (other than issuances with respect to which adjustment is made  under Section 4.1), or (b) assets (other than cash dividends paid or payable  solely out of retained earnings), then, and in each such case, the Holder, upon  exercise of this Warrant at any time after the consummation, effective date  or record date of such event, shall receive, in addition to the shares of Warrant  Stock issuable upon such exercise prior to such date, the securities or such  other assets of the Company to which the Holder would have been entitled upon  such date if the Holder had exercised this Warrant immediately prior thereto  (all subject to further adjustment as provided in this Warrant).

4.3Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or of any other corporation or  entity, the stock or other securities of which are at the time receivable on  the exercise of this Warrant), after the date of this Warrant, or in case, after  such date, the Company (or any such corporation or entity) shall consolidate  with or merge into another corporation or entity or convey all or substantially  all of its assets to another corporation or entity, then, and in each such case,  the Holder, upon the exercise of this Warrant (as provided in Section 2), at  any time after the consummation of such reorganization, consolidation, merger  or conveyance, shall be entitled to receive, in lieu of the stock or other securities  and property receivable upon the exercise of this Warrant prior to such consummation,  the stock or other securities or property to which the Holder would have been  entitled upon the consummation of such reorganization, consolidation, merger  or conveyance if the Holder had exercised this Warrant immediately prior thereto,  all subject to further adjustment as provided in this Warrant, and the successor  or purchasing corporation or entity in such reorganization, consolidation, merger  or conveyance (if other than the Company) shall duly execute and deliver to  the Holder a supplement hereto acknowledging such corporation's or entity's  obligations under this Warrant; and in each such case, the terms of this Warrant  shall be applicable to the shares of stock or other securities or property receivable  upon the exercise of this Warrant after the consummation of such reorganization,  consolidation, merger or conveyance.

4.4Notice of Certain Events and Adjustments. The Company shall give  thirty days prior written notice of the record date fixed for any Acquisition,  Asset Transfer or event referred to in Section 4.2 or 4.3. The Company shall  promptly give written notice of each adjustment or readjustment of the Warrant  Price or the number of shares of Warrant Stock or other securities issuable  upon exercise of this Warrant. The notice shall describe the adjustment or  readjustment and show in reasonable detail the facts on which the adjustment  or readjustment is based.

4.5No Change Necessary. The form of this Warrant need not be changed  because of any adjustment in the Warrant Price or in the number of shares of  Warrant Stock issuable upon its exercise.

5.      No Rights or Liabilities as Stockholder. This Warrant does not  by itself entitle the Holder to any voting rights or other rights as a stockholder  of the Company. In the absence of affirmative action by the Holder to purchase  Warrant Stock by exercise of this Warrant, no provisions of this Warrant, and  no enumeration herein of the rights or privileges of the Holder, shall cause  the Holder to be a stockholder of the Company for any purpose.

6.      Attorneys' Fees. The Company shall pay the reasonable attorneys'  fees, costs and disbursements of the Holder in enforcing any terms of this Warrant,  whether or not any action at law or in equity is brought.

7.      Transfer. This Warrant may be transferred or assigned by the  Holder hereof in whole or in part, if, on the Company's reasonable request,  the Holder provides an opinion of counsel reasonably satisfactory to the Company  that such transfer does not require registration under the Act and the applicable  state securities law, except that this Warrant may be transferred by a Holder  which is a partnership or limited liability company to a partner, former partner,  member, former member or other affiliate of such partnership or limited liability  company, as the case may be, if (a) the transferee agrees in writing to be subject  to the terms of this Warrant and (b) the Holder delivers notice of such transfer  to the Company. The rights and obligations of the Company and the Holder under  this Warrant shall be binding upon and inure to the benefit of their respective  permitted successors, assigns, heirs, administrators and transferees.

8.      Loss or Mutilation. Upon receipt by the Company of evidence reasonably  satisfactory to it of the ownership and the loss, theft, destruction or mutilation  of this Warrant, and of indemnity reasonably satisfactory to it, and (in the  case of mutilation) upon surrender and cancellation of this Warrant, the Company  will execute and deliver in lieu thereof a new Warrant of like tenor.

9.      Reservation of Warrant Stock. If at any time the number of authorized  but unissued shares of the Warrant Stock shall not be sufficient to effect the  exercise of this Warrant, the Company will take all such corporate action as  may be necessary to increase its authorized but unissued shares of Warrant Stock  to such number of shares of Warrant Stock as shall be sufficient for such purpose.  The Company shall use its best efforts (i) to call a shareholder meeting as  soon as possible for the purpose of increasing its number of authorized shares  of Common Stock and (ii) to obtain shareholder approval of such increase as  soon as possible.

10.**Governing Law. This Warrant shall be governed by and construed  and interpreted in accordance with the laws of the State of Washington, without  giving effect to its conflicts of law principles. All disputes between the  parties hereto arising out of or in connection with this Warrant or the Warrant  Stock, 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 an 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.**

11.Headings. The headings and captions used in this Warrant are  used for convenience only and are not to be considered in construing or interpreting  this Warrant. All references in this Warrant to sections and exhibits shall,  unless otherwise provided, refer to sections hereof and exhibits attached hereto,  all of which exhibits are incorporated herein by this reference.

12.Notices. Any request, consent, notice or other communication  required or permitted under this Warrant shall be in writing and shall be deemed  duly given and received when delivered personally or transmitted by facsimile,  one business day after being deposited for next-day delivery with a nationally  recognized overnight delivery service, or three business days after being deposited  as first class mail with the United States Postal Service, all charges or postage  prepaid, and properly addressed to the party to receive the same at the address  for such party indicated in the Amendment Agreement or at such other address  as such party may have designated by advance written notice to the other party.

13.Amendment; Waiver. Any term of this Warrant may be amended and  the observance of any term of this Warrant may be waived (either generally or  in a particular instance and either retroactively or prospectively) only with  the written consent of the Company and the Holder in the case of an amendment  and only with the written consent of the waiving party in the case of a waiver.

14.Severability. If one or more provisions of this Warrant are held  to be unenforceable under applicable law, such provision(s) shall be excluded  from this Warrant and the balance of the Warrant shall be interpreted as if  such provision(s) were so excluded and shall be enforceable in accordance with  its terms.

15.Terms Binding. By acceptance of this Warrant, the Holder accepts  and agrees to be bound by all the terms and conditions of this Warrant.

16.Valid Issuance; Taxes. All shares of Warrant Stock issued upon  the exercise of this Warrant shall be validly issued, fully paid and non-assessable,  and the Company shall pay all taxes and other governmental charges that may  be imposed in respect of the issue or delivery thereof. The Company shall not  be required to pay any transfer tax or other similar charge imposed in connection  with any transfer involved in the issuance of any certificate for shares of  Warrant Stock in any name other than that of the Holder of this Warrant.

17.Registration Rights. All shares of Warrant Stock issuable upon  exercise of this Warrant shall be deemed to be "Registrable Securities" or such  other definition of securities entitled to registration rights pursuant to the  First Registration Rights Agreement or the Second Registration Rights Agreement  (as defined in the Amendment Agreement), as amended, and shall be entitled,  subject to the terms and conditions of the such amended First Registration Rights  Agreement or such amended Second Registration Rights Agreement, as applicable,  to all registration rights granted to holders of Registrable Securities thereunder.

18.No Impairment. The Company will not, by amendment of its Certificate  of Incorporation or bylaws, or through reorganization, consolidation, merger,  dissolution, issue or sale of securities, sale of assets or any other voluntary  action, avoid or seek to avoid the observance or performance of any of the terms  of this Warrant, but will at all times in good faith assist in the carrying  out of all such terms and in the taking of all such action as may be necessary  or appropriate in order to protect the rights of the Holder of this Warrant  against impairment. Without limiting the generality of the foregoing, the Company  (a) will not increase the par value of any shares of Warrant Stock issuable  upon the exercise of this Warrant above the amount payable therefor upon such  exercise, and (b) will take all such action as may be necessary or appropriate  in order that the Company may validly and legally issue fully paid and non-assessable  shares of Warrant Stock upon exercise of this Warrant.

19.Replacement Warrant. This Warrant consolidates, amends and restates,  and replaces and supersedes certain Warrants previously issued by the Company  to the Holder from and after the date hereof, as referenced in the Amendment  Agreement.

[Remainder of page intentionally  left blank]

IN WITNESS WHEREOF, the undersigned has  executed this Warrant as of the date and year set forth below.

|   | AURA SYSTEMS, INC.

By:

Name: ______________________________

Title: _______________________________ |
|--------|-------------------------------------------------------------------------------------------------------|
|   |                                                                                                  |

[Signature Page to Warrant]

###### Exhibit 1

**FORM OF SUBSCRIPTION**

(To be signed only upon  exercise of Warrant)

To: Aura Systems, Inc.

 (1) Check the box that applies and the  provide the necessary information:

oCash Payment Election. The undersigned Holder hereby elects to purchase  shares of Common Stock of Aura Systems, Inc. (the "Warrant  Stock"), pursuant to the terms of the attached Warrant, and tenders herewith  payment of the purchase price for such shares in full.

oNet Exercise Election. The undersigned Holder elects to convert the  Warrant into shares of Warrant Stock by net exercise election pursuant to Section  2.5 of the Warrant. This conversion is exercised with respect to __________  shares of Common Stock of Aura Systems, Inc. (the "Warrant Stock") covered by  the Warrant.

(2) In exercising the Warrant, the undersigned  Holder hereby makes the representations and warranties set forth on Appendix  A hereto as of the date hereof.

(3) Please issue a certificate or certificates  representing such shares of Warrant Stock in the name or names specified below:

(Name)  (Name)

(Signature)  (Signature)

(Address)  (Address)

(City, State, Zip Code)  (City, State, Zip Code)

(Federal Tax Identification Number)   (Federal Tax Identification Number)

(Date)  (Date)

**Appendix A**

**INVESTMENT REPRESENTATION**

The undersigned, _____________________  (the "Holder"), intends to acquire shares of Common Stock (the "Common Stock")  of Aura Systems, Inc. (the "Company") from the Company pursuant to the exercise  or conversion of a Warrant to purchase Common Stock held by the Holder. The  Common Stock will be issued to the Holder in a transaction not involving a public  offering and pursuant to an exemption from registration under the Securities  Act of 1933, as amended (the "Securities Act"), and applicable state securities  laws. In connection with such purchase and in order to comply with the exemptions  from registration relied upon by the Company, the Holder represents, warrants  and agrees as follows:

(a) The Holder is acquiring the Common  Stock for its own account, to hold for investment, and the Holder shall not  make any sale, transfer or other disposition of the Common Stock in violation  of the Securities Act or the General Rules and Regulations promulgated thereunder  by the Securities and Exchange Commission or in violation of any applicable  state securities law. The Holder is an "accredited investor" as such term is  defined in Rule 501 of Regulation D promulgated under the Securities Act.

(b) The Holder has been advised that  the Common Stock has not been registered under the Securities Act or state securities  laws on the ground that this transaction is exempt from registration, and that  reliance by the Company on such exemptions is predicated in part on the Holder's  representations set forth herein.

(c) The Holder has been informed that  under the Securities Act, the Common Stock must be held indefinitely unless  it is subsequently registered under the Securities Act or unless an exemption  from such registration (such as Rule 144) is available with respect to any proposed  transfer or disposition by the Holder of the Common Stock. The Holder further  agrees that the Company may refuse to permit the Holder to sell, transfer or  dispose of the Common Stock (except as permitted under Rule 144) unless there  is in effect a registration statement under the Securities Act and any applicable  state securities laws covering such transfer, or unless the Holder furnishes  an opinion of counsel reasonably satisfactory to counsel for the Company to  the effect that such registration is not required.

The Holder also understands and agrees  that there will be placed on the certificate(s) for the Common Stock or any  substitutions therefor, a legend stating in substance:

 "The shares represented by this certificate  have not been registered under the Securities Act of 1933, as amended (the "Securities  Act"), or any state securities laws. These shares have been acquired for investment  purposes and may not be sold or otherwise transferred in the absence of an effective  registration statement for these shares under the Securities Act and applicable  state securities laws or an opinion of counsel satisfactory to the Company that  registration is not required and that an applicable exemption is available."  

I:\Spodocs\28601\00016\agree\00154117.DOC  Form of Replacement Warrant / Warrant to Purchase Common Stock -- Exh. A