SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT (“Agreement”) made as of this __ day of ___________, 2007, by and
      among Hemcure, Inc., a Nevada corporation (the “Company”), AuraSound, Inc., a
      California corporation and upon the Closing Date (as defined below) a wholly
      owned subsidiary of the Company (“AuraSound”), and the undersigned subscriber of
      securities of the Company (the “Subscriber”).

     

    WHEREAS,
      the Company, AuraSound and the shareholders of AuraSound are parties to a
      certain Amended and Restated Agreement and Plan of Share Exchange dated as
      of
      June 7, 2007 (the “Share Exchange Agreement”), pursuant to which the Company
      will acquire 100% of the issued and outstanding Common Shares of AuraSound
      and
      in exchange the Company will issue to the AuraSound shareholders one (1) share
      of the Company’s $0.01 par value common stock for every share of AuraSound
      common stock acquired, AuraSound will become a wholly owned subsidiary of the
      Company, and the AuraSound shareholders will obtain majority ownership and
      control of the Company (the “Share Exchange”). 

     

    WHEREAS,
      subject to compliance with applicable federal securities laws, as soon as
      practicable following the closing date of the Share Exchange (the “Exchange
      Closing Date”), the Company intends to change its name to AuraSound, Inc.


     

    WHEREAS,
      as a condition to the closing of the Share Exchange, the Company intends to
      obtain subscriptions for the purchase and sale, in a private placement
      transaction (the “Offering”) pursuant to Regulation D promulgated under the
      Securities Act of 1933, as amended (the “Act”), of Units (the “Units”)
      consisting of (i) one (1) share of the Company’s common stock, par value $0.01
      per share (“Common Stock”), and (ii) a five (5) year warrant to purchase one (1)
      share of the Company’s Common Stock at an initial exercise price of $1.50 per
      share (the “Warrants” and the Common Stock issuable upon the exercise of the
      Warrants are referred to herein as the “Warrant Shares”), on the terms and
      conditions hereinafter set forth, and the Subscriber desires to acquire that
      number of Units set forth on the signature page hereof. The Units, the Common
      Stock, the Warrants and the Warrant Shares are sometimes collectively referred
      to herein as “Securities”.

     

    NOW,
      THEREFORE, for and in consideration of the promises and the mutual covenants
      hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    1.  Subscription
      Procedure

     

    1.1  Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      subscribes for and agrees to purchase from the Company such number of Units
      as
      is set forth upon the signature page hereof at a price of $1.00 per Unit (the
      “Purchase Price”). The Company agrees to sell such Units to the Subscriber for
      the Purchase Price.

     

    1.2  The
      subscription period will begin as of June 7, 2007 and will terminate at 5:00
      PM
      Eastern Standard Time on June 15, 2007, unless terminated earlier or extended
      by
      the Company and AuraSound for up to an additional 30 days (the “Termination
      Date”). The Units will be offered on a “best efforts” basis as more particularly
      set forth in the Amended and Restated Confidential Private Placement Memorandum
      dated June 7, 2007 and any supplements thereto (including all exhibits,
      schedules and attachments thereto, the “Offering Memorandum”). The minimum
      dollar amount of Units that may be purchased by the Subscriber is $50,000 unless
      AuraSound and the Company waive the requirement. The consummation of the
      Offering is subject to the satisfaction of the closing conditions set forth
      in
      Section 6 of this Agreement.

     

    
      
        
        

      

      
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    1.3  Placement
      of Units will be made by GP Group, LLC (the “Placement Agent”), which will
      receive certain compensation therefor as described in the Offering
      Memorandum.

     

    1.4  The
      Purchase Price will be placed in escrow pursuant to an escrow agreement by
      and
      among the Placement Agent, AuraSound and City National Bank, as escrow agent
      (the “Escrow Agreement”), and shall be paid over to the Company at the closing
      of the purchase of the Units in the Offering pursuant to this Agreement (the
      “Subscription Closing”) to occur on or after the Exchange Closing Date (the
      closing date of the purchase and sale of the Units pursuant to this Agreement
      is
      referred to herein as the “Subscription Closing Date”).

     

    1.5  The
      certificates for the Common Stock together with the accompanying Warrants
      bearing the name of the Subscriber will be delivered by the Company no later
      than ten (10) days following the final closing date of the Offering. The
      Subscriber hereby authorizes and directs the Company to deliver the securities
      to be issued to the Subscriber pursuant to this Agreement to the residential
      or
      business address indicated in the Investor Questionnaire.

     

    1.6  The
      Purchase Price for the Units purchased hereunder shall be paid by certified
      check, payable to AuraSound, Inc., or by wire transfer to AuraSound, Inc.
      account pursuant to the following instructions:

     

    Bank
      Name: CITY NATIONAL BANK

    LOS
      ANGELES FED ABA#: 122 016 066

    C/O
      CITY NATIONAL INVESTMENTS #101281469

     

    (SWIFT#CINAUS6L
      FOR FOREIGN WIRES)

    ATTN:
      SUE BEHNING 

    FOR
      FURTHER CREDIT TO: 

    ACCT
      NAME:  AURASOUND, INC

    ACCT
      NUMBER: ESC07564

    


    1.7  The
      Company and/or AuraSound may, in their sole discretion, reject any subscription,
      in whole or in part, or terminate or withdraw the Offering in its entirety
      at
      any time prior to a closing in relation thereto. Neither the Company nor the
      Placement Agent shall be required to allocate among investors on a pro rata
      basis in the event of an over-subscription.

     

    2.  Representations
      and Covenants of Subscriber.

     

    2.1  The
      Subscriber recognizes that the purchase of Units involves a high degree of
      risk
      in that (i) the Company will need additional capital but has no assurance of
      additional necessary capital; (ii) an investment in the Company is highly
      speculative and only investors who can afford the loss of their entire
      investment should consider investing in the Company and the Units; (iii) an
      investor may not be able to liquidate his or her investment; (iv)
      transferability of the securities comprising the Units is extremely limited;
      (v)
      an investor could sustain the loss of his or her entire investment; and (vi)
      the
      Company is and will be subject to numerous other risks and uncertainties,
      including without limitation, significant and material risks relating to the
      Company’s business and the business and operations of AuraSound, and the
      industries and markets in which the Company will compete, as well as risks
      associated with the Offering, the Share Exchange and the other transactions
      contemplated herein, in the Offering Memorandum and in the Share Exchange
      Agreement, all as more fully set forth herein and in the Offering Memorandum.
      For the avoidance of doubt, all references to the Company in this Section 2.1
      include the Company’s business and operations after it acquires the business and
      operations of AuraSound through the Share Exchange. 

     

    
      
        
        

      

      
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    2.2  The
      Subscriber represents that he or she is an “accredited investor” as such term is
      defined in Rule 501 of Regulation D promulgated under the Act, as indicated
      by
      his or her responses to the Investor Questionnaire, the form of which is
      attached hereto as Exhibit
      A,
      and
      that he or she is able to bear the economic risk of an investment in the Units.
      The Subscriber must complete the Investor Questionnaire to enable the Company
      and AuraSound to access the Subscriber’s eligibility for the
      Offering.

     

    2.3  The
      Subscriber acknowledges that he or she has prior investment experience,
      including without limitation, investment in non-listed and non-registered
      securities, or he or she has employed the services of an investment advisor,
      attorney or accountant to read all of the documents furnished or made available
      by the Company or AuraSound both to him or her and to evaluate the merits and
      risks of such an investment on his or her behalf, and that he or she recognizes
      the highly speculative nature of this investment. 

     

    2.4  The
      Subscriber acknowledges receipt and careful review of the Offering Memorandum,
      this Agreement, the Common Stock Purchase Warrant and any other attachments
      hereto and thereto (collectively, the “Offering Documents”) and hereby
      represents that he or she has been furnished or given access by the Company
      or
      AuraSound during the course of this Offering with or to all information
      regarding the Company and AuraSound and their respective financial conditions
      and results of operations which he or she had requested or desired to know;
      that
      all documents which could be reasonably provided have been made available for
      his or her inspection and review; that he or she has been afforded the
      opportunity to ask questions of and receive answers from duly authorized
      representatives of the Company and AuraSound concerning the terms and conditions
      of the Offering, and any additional information which he or she had requested.
      The Subscriber further represents and acknowledges that the Subscriber has
      not
      seen or received any advertisement or general solicitation with respect to
      the
      sale of any of the securities of the Company, including, without limitation,
      the
      Units.

     

    2.5  The
      Subscriber acknowledges that this Offering of Units may involve tax
      consequences, and that the contents of the Offering Documents do not contain
      tax
      advice or information. The Subscriber acknowledges that he or she must retain
      his or her own professional advisors to evaluate the tax and other consequences
      of an investment in the Units.

     

    2.6  The
      Subscriber acknowledges that this Offering of Units has not been reviewed or
      approved by the United States Securities and Exchange Commission (“SEC”) because
      the Offering is intended to be a nonpublic offering pursuant to Section 4(2)
      of
      the Act. The Subscriber represents that the Units are being purchased for his
      or
      her own account, for investment and not for distribution or resale to others.
      The Subscriber agrees that he or she will not sell or otherwise transfer any
      of
      the securities comprising the Units unless they are registered under the Act
      or
      unless an exemption from such registration is available and, upon the Company’s
      request, the Company receives an opinion of counsel reasonably satisfactory
      to
      the Company confirming that an exemption from such registration is available
      for
      such sale or transfer.

     

    2.7  The
      Subscriber understands that the Units have not been registered under the Act
      by
      reason of a claimed exemption under the provisions of the Act which depends,
      in
      part, upon his or her investment intention. The Subscriber realizes that, in
      the
      view of the SEC, a purchase now with the intention to distribute would represent
      a purchase with an intention inconsistent with his or her representation to
      the
      Company, and the SEC might regard such a distribution as a deferred sale to
      which such exemption is not available.

     

    
      
        
        

      

      
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    2.8  The
      Subscriber understands that Rule 144 (the “Rule”) promulgated under the Act
      requires, among other conditions, a one year holding period prior to the resale
      (in limited amounts) of securities acquired in a non-public offering, such
      as
      the Offering, without having to satisfy the registration requirements under
      the
      Act. The Subscriber consents that the Company may, if it desires, permit the
      transfer of the Common Stock included in the Units or issuable upon the exercise
      of the Warrants out of his or her name only when his or her request for transfer
      is accompanied by an opinion of counsel reasonably satisfactory to the Company
      that neither the sale nor the proposed transfer results in a violation of the
      Act, any applicable state “blue sky” laws or any applicable securities laws of
      any other country, province or jurisdiction (collectively, “Securities Laws”).
      The Subscriber agrees to hold the Company, AuraSound and their respective
      directors, officers and controlling persons and their respective heirs,
      representatives, successors and assigns harmless and to indemnify them against
      all liabilities, costs and expenses incurred by them as a result of any
      misrepresentation made by him contained herein or in the Investor
      Questionnaire.

     

    2.9  The
      Subscriber consents to the placement of one or more legends on any certificate
      or other document evidencing his or her Units and the Common Stock or Warrants
      included in the Units or issuable upon the exercise of the Warrants stating
      that
      they have not been registered under the Act and are subject to the terms of
      this
      Agreement, and setting forth or referring to the restrictions on the
      transferability and sale thereof.

     

    2.10  The
      Subscriber understands that the Company and AuraSound will review this Agreement
      and the Investor Questionnaire and the Company and AuraSound reserve the
      unrestricted right to reject or limit any subscription and to close the offer
      at
      any time.

     

    2.11  The
      Subscriber hereby represents that the address of Subscriber furnished by him
      at
      the end of this Agreement and in the Investor Questionnaire is the undersigned's
      principal residence if he or she is an individual or its principal business
      address if it is a corporation or other entity.

     

    2.12  The
      Subscriber acknowledges that if the Subscriber is a Registered Representative
      of
      a National Association of Securities Dealers, Inc. (“NASD”) member firm, he or
      she must give such firm the notice required by the NASD Conduct Rules, or any
      applicable successor rules of the NASD, receipt of which must be acknowledged
      by
      such firm on the signature page hereof. The Subscriber shall also notify the
      Company if the Subscriber or any affiliate of Subscriber is a registered
      broker-dealer with the SEC, in which case the Subscriber represents that the
      Subscriber is purchasing the Units in the ordinary course of business and,
      at
      the time of purchase of the Units, has no agreements or understandings, directly
      or indirectly, with any person to distribute the Units or any portion
      thereof.

     

    2.13  The
      Subscriber hereby represents that, except as set forth in the Offering
      Documents, no representations or warranties have been made to the Subscriber
      by
      either the Company or AuraSound or their agents, employees or affiliates and
      in
      entering into this transaction, the Subscriber is not relying on any
      information, other than that contained in the Offering Documents and the results
      of independent investigation by the Subscriber.

     

    2.14  The
      Subscriber agrees that he or she will purchase securities in the Offering only
      if his or her intent at such time is to make such purchase for investment
      purposes and not with a view toward resale provided, however, that by making
      the
      representations herein the Subscriber does not agree to hold the Securities
      for
      any minimum or other specific term and reserves the right to dispose of the
      Securities in accordance with federal and state securities laws applicable
      to
      such transactions.

     

    
      
        
        

      

      
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    2.15  
      .If
      the
      undersigned Subscriber is a partnership, corporation, trust or other entity,
      such partnership, corporation, trust or other entity further represents and
      warrants that: (i) it was not formed for the purpose of investing in the
      Company; (ii) it is authorized and otherwise duly qualified to purchase and
      hold
      the Units; and (iii) that this Agreement has been duly and validly authorized,
      executed and delivered and constitutes the legal, binding and enforceable
      obligation of the undersigned.

     

    2.16  If
      the
      Subscriber is not a United States person, such Subscriber hereby represents
      that
      it has satisfied itself as to the full observance of the laws of its
      jurisdiction in connection with any invitation to subscribe for the Units or
      any
      use of this Agreement, including (i) the legal requirements within its
      jurisdiction for the purchase of the Units, (ii) any foreign exchange
      restrictions applicable to such purchase, (iii) any governmental or other
      consents that may need to be obtained, and (iv) the income tax and other tax
      consequences, if any, that may be relevant to the purchase, holding, redemption,
      sale or transfer of the Units. Such Subscriber's subscription and payment for,
      and his or her or her continued beneficial ownership of the Units and of the
      shares of Common Stock included therein or issuable upon the exercise of the
      Warrants, will not violate any applicable securities or other laws of the
      Subscriber's jurisdiction. 

     

    2.17  The
      undersigned hereby covenants and agrees that neither it nor any of its
      affiliates has or will have an open position (e.g., short sale) in the Common
      Stock or any Warrant Shares prior to any Registration Statement required to
      be
      filed hereunder being declared effective by the SEC with the intent of covering
      such open position with Common Stock or Warrant Shares being registered in
      such
      Registration Statement. The undersigned hereby acknowledges and understands
      that
      the SEC has taken the position that such an open position would constitute
      a
      violation of Section 5 of the Act. 

     

    2.18  The
      Subscriber acknowledges that (i) the Offering Memorandum contains material,
      non-public information concerning the Company within the meaning of Regulation
      FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material,
      non-public information solely for the purpose of considering whether to purchase
      the Units pursuant to a private placement that is exempt from registration
      under
      the Act. In accordance with Regulation FD and other applicable provisions of
      the
      Securities Laws, the Subscriber agrees to keep such information confidential
      and
      not to disclose it to any other person or entity except the Subscriber’s legal
      counsel, other advisors and other representatives who have agreed (i) to keep
      such information confidential, (ii) to use such information only for the purpose
      set forth above, and (iii) to comply with applicable securities laws with
      respect to such information. In addition, the Subscriber further acknowledges
      that the Subscriber and such legal counsel, other advisors and other
      representatives are prohibited from trading in the Company’s securities while in
      possession of material, non-public information and agrees to refrain from
      purchasing or selling securities of the Company until such material, non-public
      information has been publicly disseminated by the Company. 

     

    2.19  The
      Subscriber understands and acknowledges that (i) the Units are being
      offered and sold to Subscriber without registration under the Act in a private
      placement that is exempt from the registration provisions of the Act under
      Section 4(2) of the Act and (ii) the availability of such exemption depends
      in part on, and that the Company will rely upon the accuracy and truthfulness
      of, the foregoing representations, and such Subscriber hereby consents to such
      reliance.

     

    3.  Representations
      by the Company and AuraSound

     

    Except
      as
      set forth in the reports previously filed by the Company (the “SEC Reports”)
      pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), or in the Offering Memorandum, each of the Company and, as applicable,
      AuraSound, jointly and severally represent and warrant to the Subscriber that:
      

     

    
      
        
        

      

      
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    3.1  Organization
      and Authority.
      Each of
      the Company and AuraSound, and each of their respective subsidiaries, if any
      (i)
      is a corporation validly existing and in good standing under the laws of the
      jurisdiction of its incorporation, (ii) has all requisite corporate power and
      authority to own, lease and operate its properties and to carry on its business
      as presently conducted, and (iii) has all requisite corporate power and
      authority to execute, deliver and perform their obligations under this Agreement
      and the Offering Documents being executed and delivered by it in connection
      herewith, and to consummate the transactions contemplated hereby and
      thereby.

     

    3.2  Qualifications.
      Each of
      the Company and AuraSound, and each of their respective subsidiaries, if any,
      is
      duly qualified to do business as a foreign corporation and is in good standing
      in all jurisdictions where such qualification is necessary and where failure
      to
      so qualify could have a material adverse effect on the business, properties,
      operations, condition (financial or other), results of operations or prospects
      of the Company and its subsidiaries (after the effective time of the Share
      Exchange), taken as a whole or has the affect of preventing the Company from
      performing any of its duties or obligations under this Agreement. (a “Material
      Adverse Effect”).

     

    3.3  Capitalization
      of the Company.
      Immediately after the effective time of the Share Exchange (but before the
      initial closing of the Offering), the outstanding capitalization of the Company
      will consist of 13,505,305 issued and outstanding shares of Common Stock. Except
      as a result of the purchase and sale of the Units, as contemplated in the Share
      Exchange Agreement or as disclosed in the Offering Memorandum or the SEC
      Reports, there are no outstanding options, warrants, script rights to subscribe
      to, calls or commitments of any character whatsoever relating to, or securities,
      rights or obligations convertible into or exchangeable for, or giving any person
      any right to subscribe for or acquire from the Company, any shares of Common
      Stock, or contracts, commitments, understandings or arrangements by which the
      Company or any subsidiary of the Company (“Subsidiary”) is or may become bound
      to issue additional shares of Common Stock, or securities or rights convertible
      or exchangeable into shares of Common Stock. The issuance and sale of the Units
      will not obligate the Company to issue shares of Common Stock or other
      securities to any person (other than the Subscriber) and will not result in
      a
      right of any holder of Company securities to adjust the exercise, conversion,
      exchange or reset price under such securities. The shares of the Company’s
      capital stock outstanding immediately after the effective time of the Share
      Exchange (but before the closing of the Offering) are or will be duly authorized
      and validly issued and are or will be fully paid and nonassessable. None of
      the
      outstanding shares of Common Stock or options, warrants, or rights or other
      securities entitling the holders to acquire Common Stock has been issued in
      violation of the preemptive rights of any security holder of the Company. No
      holder of any of the Company’s securities has any rights, “demand,” “piggy-back”
or otherwise, to have such securities registered by reason of the intention
      to
      file, filing or effectiveness of the any Registration Statement required to
      be
      filed hereunder, except as contemplated by the Offering Memorandum. The Common
      Stock and the Warrants to be issued to the Subscriber have been duly authorized,
      and when issued and paid for in accordance with this Agreement, the Common
      Stock
      will be duly and validly issued, fully paid and non-assessable, and the Warrant
      Shares, when issued upon exercise of the Warrants in exchange for the payment
      in
      full of the exercise price for such Warrant Share therein specified, will be
      duly and validly issued, fully paid and non-assessable. The Common Stock is
      eligible for quotation on the NASD OTC Bulletin Board, the Company and the
      Common Stock meets the criteria for continued quotation and trading on the
      OTC
      Bulletin Board, and no suspension of trading in the Common Stock is in
      effect.

     

    
      
        
        

      

      
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    3.4  Corporate
      Authorization.
      The
      Offering Documents have been duly and validly authorized by the Company and
      AuraSound. This Agreement, assuming due execution and delivery by the
      Subscriber, and the Warrants, when the Subscription Agreement and the Warrants
      are executed and delivered by the Company, will be, valid and binding
      obligations of the Company, enforceable in accordance with their respective
      terms, except as the enforceability hereof and thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws now
      or
      hereafter in effect relating to or affecting creditors’ rights generally and
      general principles of equity, regardless of whether enforcement is considered
      in
      a proceeding in equity or at law.

     

    3.5  Non-Contravention.
      The
      execution and delivery of the Offering Documents by the Company and AuraSound,
      the issuance of the Units as contemplated by the Offering Documents and the
      completion by the Company and AuraSound of the other transactions contemplated
      by the Offering Documents do not and will not, with or without the giving of
      notice or the lapse of time, or both, (i) result in any violation of any
      provision of the articles of incorporation or by-laws or similar instruments
      of
      the Company or AuraSound or their respective subsidiaries, (ii) conflict with
      or
      result in a breach by the Company or AuraSound or their respective subsidiaries
      of any of the terms or provisions of, or constitute a default under, or result
      in the modification of, or result in the creation or imposition of any lien,
      security interest, charge or encumbrance upon any of the properties or assets
      of
      the Company or AuraSound or their respective subsidiaries, pursuant to any
      agreements, instruments or documents filed as exhibits to the SEC Reports or
      any
      indenture, mortgage, deed of trust or other agreement or instrument to which
      AuraSound or any of its subsidiaries is a party or by which AuraSound or any
      of
      its subsidiaries or any of its properties or assets are bound or affected,
      in
      any such case which would have a material adverse effect on the business,
      properties, operations, condition (financial or other), results of operations
      or
      prospects of the Company and AuraSound and their respective subsidiaries, taken
      as a whole, or the validity or enforceability of, or the ability of the Company
      or AuraSound to perform their obligations under, the Offering Documents, (iii)
      violate or contravene any applicable law, rule or regulation or any applicable
      decree, judgment or order of any court, United States federal or state
      regulatory body, administrative agency or other governmental body having
      jurisdiction over AuraSound or any of its subsidiaries or any of its respective
      properties or assets that would, except with respect to violations of federal
      and state securities laws, have a Material Adverse Effect, or the validity
      or
      enforceability of, or the ability of the Company or AuraSound to perform its
      obligations under, the Offering Documents, (iv) have any material adverse effect
      on any permit, certification, registration, approval, consent, license or
      franchise necessary for the Company or its subsidiaries (after the effective
      time of the Share Exchange) to own or lease and operate any of its properties
      and to conduct any of its business or the ability of the Company or its
      subsidiaries to make use thereof or (v) except for applicable requirements
      of
      federal securities laws and state securities or blue-sky laws, requiring filing
      with, or permit, authorization, consent or approval of, any third party, public
      body or authority.

     

    3.6  Information
      Provided.
      The
      Company hereby represents and warrants to the Subscriber that the information
      set forth in the Offering Memorandum, the SEC Reports and any other document
      provided by the Company (or the Company’s authorized representatives) to the
      Subscriber in connection with the transactions contemplated by this Agreement,
      does not contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they are made, not misleading. AuraSound hereby
      represents and warrants to the Subscriber that the information set forth in
      the
      Offering Memorandum and any other document provided by AuraSound (or AuraSound’s
      authorized representatives) to the Subscriber in connection with the
      transactions contemplated by this Agreement, does not contain any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements therein, in the light of the circumstances under
      which they are made, not misleading.

     

    
      
        
        

      

      
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    3.7  SEC
      Reports.
      The
      Company represents and warrants that (i) the SEC Reports constitute all of
      the
      documents and reports that the Company was required to file with the SEC
      pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules
      and regulations promulgated thereunder by the SEC since September 30, 2004,
      (ii)
      as of their respective dates, the SEC Documents complied in all material
      respects with the requirements of the Securities Act and/or the Exchange Act,
      as
      the case may require, and the rules and regulations promulgated thereunder.
      The
      Company and AuraSound, as the case may be represent and warrant that the
      financial statements of the Company included in the SEC Reports and those of
      AuraSound included in the Offering Memorandum comply as to form in all material
      respects with applicable accounting requirements and the published rules and
      regulations of the SEC with respect thereto, have been prepared in accordance
      with generally accepted accounting principles in the United States (“GAAP”)
      (except, in the case of unaudited statements, as permitted by the applicable
      form under the Securities Act or the Exchange Act) applied on a consistent
      basis
      during the periods involved (except as may be indicated in the notes thereto)
      and fairly present the financial position of the Company and AuraSound, as
      the
      case may be; as of the dates thereof and each of their statements of operations,
      stockholders’ equity and cash flows for the periods then ended (subject, in the
      case of unaudited statements, to normal and recurring year-end audit adjustments
      which were and are not expected to have a material adverse effect on the Company
      or its subsidiaries, or any of their business, financial condition or results
      of
      operations after the effective time of the Share Exchange). Except as and to
      the
      extent set forth on the balance sheet of the Company as of March 31, 2007
      included in the SEC Reports (including the notes thereto) and the balance sheet
      of AuraSound as of December 31, 2006 included in the Offering Memorandum
      (including the notes thereto), neither the Company nor AuraSound has any
      liability or obligation of any nature (whether accrued, absolute, contingent
      or
      otherwise and whether required to be reflected on a balance sheet or
      not).

     

    3.8  Events
      Subsequent.
      Since
      December 31, 2006 as to AuraSound and since March 31, 2007 as to the Company,
      there has not been any of the following that have not been disclosed to the
      Subscriber:

     

    (a) Any
      sale,
      lease, transfer, license or assignment of any assets, tangible or intangible,
      of
      the Company or AuraSound;

     

    (b)
       Any
      damage, destruction or property loss, whether or not covered by insurance,
      affecting adversely the properties or business of the Company or
      AuraSound;

     

    (c)
       Any
      declaration or setting aside or payment of any dividend or distribution with
      respect to the shares of capital stock of the Company or AuraSound or any
      redemption, purchase or other acquisition of any such shares;

     

    (d)
       Any
      subjection to any lien on any of the assets, tangible or intangible, of the
      Company or AuraSound;

     

    (e)
       Any
      incurrence of indebtedness or liability or assumption of obligations by the
      Company or AuraSound;

     

    (f)
       Any
      waiver or release by the Company or AuraSound of any right of any material
      value;

     

    (g)
       Any
      compensation or benefits paid to officers or directors of the Company or
      AuraSound;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (h)
       Any
      change made or authorized in the articles of incorporation or bylaws of the
      Company or AuraSound, except, as to the Company for the change to the articles
      of incorporation and by-laws made incident to re-domiciling from Minnesota
      to
      Nevada; 

     

    (i)
       Any
      loan
      to or other transaction with any officer, director or stockholder of the Company
      or AuraSound giving rise to any claim or right of either Company or AuraSound
      against any such person or of such person against the Company; or

     

    (j)
       Any
      material adverse change in the condition (financial or otherwise) of the
      respective properties, assets, liabilities or business of either Company or
      AuraSound, or

     

    .  (k) any
      agreement, written or otherwise, to take any of the foregoing
      actions.

     

    3.9  Liabilities.
      Except
      as otherwise disclosed in the SEC Reports or the Offering Memorandum, neither
      the Company nor AuraSound has any liability or obligation whatsoever, either
      direct or indirect, matured or unmatured, accrued, absolute, contingent or
      otherwise. In addition, the Company represents that upon the Exchange Closing
      Date, the Company will not have any liability or obligation whatsoever, either
      direct or indirect, matured or unmatured, accrued, absolute, contingent or
      otherwise

     

    3.10  Absence
      of Certain Proceedings.
      Except
      as disclosed in the SEC Reports, neither the Company nor AuraSound is aware
      of
      any action, suit, proceeding, inquiry or investigation before or by any court,
      public board or body, or governmental agency pending or threatened against
      or
      affecting the Company or AuraSound or any of their respective subsidiaries,
      in
      any such case wherein an unfavorable decision, ruling or finding would have
      a
      Material Adverse Effect on the transactions contemplated by the Offering
      Documents or which could adversely affect the validity or enforceability of,
      or
      the authority or ability of the Company or AuraSound to perform its obligations
      under, the Offering Documents; and to the Company’s and AuraSound’s knowledge
      there is not pending or contemplated any, and there has been no, investigation
      by the SEC involving the Company or AuraSound or any of their current or former
      directors or officers.

     

    3.11  Compliance
      with Law.
      Neither
      the Company nor AuraSound nor any of their respective subsidiaries is in
      violation of or has any liability under any statute, law, rule, regulation,
      ordinance, decision or order of any governmental agency or body or any court,
      domestic or foreign, except where such violation or liability would not
      individually or in the aggregate have a Material Adverse Effect and to the
      knowledge of the Company and AuraSound there is no pending investigation that
      would reasonably be expected to lead to such a claim.

     

    3.12  Tax
      Matters.
      The
      Company has filed all federal, state and local income and franchise tax returns
      required to be filed and has paid all taxes shown by such returns to be due,
      and
      no tax deficiency has been determined adversely to the Company. AuraSound has
      experienced losses for the last two fiscal years and has consequently not filed
      all federal, state and local income and franchise tax returns required to be
      filed and has not paid any taxes for the last two fiscal years. Any tax or
      filing deficiency arising from the foregoing is not expected to have a Material
      Adverse Effect.

     

    3.13  Consents.
      Each of
      the Company and AuraSound has all necessary consents, approvals, authorizations,
      orders, registrations, qualifications, licenses, filings and permits of, with
      and from all applicable judicial, regulatory and other legal or governmental
      agencies and bodies and all third parties, foreign and domestic (collectively,
      the “Consents”), to own, lease and operate their respective properties and
      conduct their respective businesses as are now being conducted and as disclosed
      in the Offering Memorandum, except where the failure to have any such Consent
      would not have a Material Adverse Effect. Each such Consent is valid and in
      full
      force and effect, and neither the Company nor AuraSound has received written
      notice of any investigation or proceedings which results in or, if decided
      adversely to the Company or AuraSound, could reasonably be expected to result
      in, the revocation of, or imposition of a materially burdensome restriction
      on,
      any Consent. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.14  Property.
      The
      Company does not own or lease any real property. AuraSound has good and
      marketable title to all property and/or assets of all kinds, whether real,
      personal or mixed, tangible or intangible (including, without limitation, all
      rights relating thereto) (“Property”) owned by it, in each case free and clear
      of all liens, except for liens or encumbrances that will not have a Material
      Adverse Effect. Any Property held under lease by AuraSound is held by it under
      valid, subsisting and enforceable leases with such exceptions as are not to
      have
      a Material Adverse Effect on the use made or proposed to be made of such
      Property by AuraSound.

     

    3.15  Questionable
      Payments.
      Neither
      the Company nor AuraSound, nor any of their respective employees, agents or
      representatives have, directly or indirectly, made any bribes, kickbacks,
      illegal payments or illegal political contributions using company funds or
      made
      any payments from the Company's or AuraSound’s funds, respectively, to
      governmental officials for improper purposes or made any illegal payments from
      the Company's or AuraSound’s funds, respectively, to obtain or retain
      business.

     

    3.16  Intellectual
      Property.
      The
      Company does not own or use any trademarks, trade names, service marks, patents,
      copyrights or any applications with respect thereto. Neither the Company nor
      AuraSound has any knowledge of any claim that, or inquiry as to whether, any
      product, activity or operation of the Company infringes upon or involves, or
      has
      resulted in the infringement of, any trademarks, trade-names, service marks,
      patents, copyrights or other proprietary rights of any other person, corporation
      or other entity; and no such proceedings have been instituted, are pending
      or
      are threatened against the Company. The Company and AuraSound: (i) owns or
      possesses all rights to use, option and/or license, as the case may be, all
      patents, patent applications, provisional patents, trademarks, service marks,
      trade names, trademark registrations, service mark registrations, copyrights,
      licenses, formulae, mask works, customer lists, internet domain names, know-how
      and other intellectual property (including trade secrets and other unpatented
      and/or unpatentable proprietary or confidential information, systems or
      procedures, “Intellectual Property”) necessary for the conduct of their
      respective businesses as being conducted and as described in the Offering
      Memorandum and (ii) does not believe that the conduct of their respective
      businesses does or will conflict with, and have not received any notice of
      any
      claim of conflict with, any such right of others, which conflict would have
      a
      Material Adverse Effect. All Intellectual Property developed by and belonging
      to
      AuraSound (including, without limitation, that which is developed by consultants
      to AuraSound which has not been patented has been kept confidential so as,
      among
      other things, all such information may be deemed proprietary to AuraSound.
      To
      AuraSound’s knowledge, there is no infringement by third parties of any
      Intellectual Property. There are no pending or, to AuraSound’s knowledge,
      threatened actions, suits, proceedings or claims by others challenging
      AuraSound’s rights in or to any Intellectual Property, and there are no facts
      which would form a reasonable basis for any such claim. There is no pending
      or,
      to AuraSound’s knowledge, threatened action, suit, proceeding or claim by others
      that AuraSound infringes or otherwise violates any Intellectual Property rights
      of others, in each case which would be reasonably likely to have a Material
      Adverse Effect, and AuraSound is not aware of any other fact which would form
      a
      reasonable basis for any such claim.

     

    3.17  Insurance.
      The
      Company does not have any insurance policies in effect. AuraSound maintains
      insurance in such amounts and covering such risks as are customary for
      similarly-sized companies engaged in similar businesses in similar industries,
      all of which insurance is in full force and effect. There are no material claims
      by AuraSound under any such policy or instrument as to which any insurance
      company is denying liability or defending under a reservation of rights clause.
      AuraSound reasonably believes that it will be able to renew its existing
      insurance as and when such coverage expires or will be able to obtain
      replacement insurance adequate for the conduct of its business.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    3.18  Contracts.
      The
      Company does not have any material contracts, leases, arrangements or
      commitments (whether oral or written). The Company is not a party to or bound
      by
      or affected by any contract, lease, arrangement or commitment (whether oral
      or
      written) relating to: (a) the employment of any person; (b) collective
      bargaining with, or any representation of any employees by, any labor union
      or
      association; (c) the acquisition of services, supplies, equipment or other
      personal property; (d) the purchase or sale of real property; (e) distribution,
      agency or construction; (f) lease of real or personal property as lessor or
      lessee or sublessor or sublessee; (g) lending or advancing of funds; (h)
      borrowing of funds or receipt of credit; (i) incurring any obligation or
      liability; or (j) the sale of personal property. Except as set forth in the
      Schedule 3.18, (i) each of AuraSound’s Material Contracts, as defined below, is
      valid and binding and in full force and effect, (ii) AuraSound and, to the
      knowledge of AuraSound, each other party to any Material Contract is, and at
      all
      times has been, in compliance with all applicable terms and requirements of
      each
      Material Contract, except where non-compliance does not have a Material Adverse
      Effect, and (iii) AuraSound has not given to, or received from, any other party
      to any Material Contract, any notice or other communication regarding any actual
      or alleged breach of or default under any Material Contract by AuraSound or
      any
      other party to such Material Contract, except where such breach would not be
      reasonably likely to have a Material Adverse Effect. “Material Contract” shall
      mean any agreement that would be required pursuant to Item 601 of Regulation
      S-B
      promulgated under the Securities Act to be filed as an exhibit to any report,
      schedule, registration statement or definitive proxy statement filed or required
      to be filed under the Exchange Act or any rule or regulation promulgated
      thereunder, assuming such rules and regulations applied to
      AuraSound.

     

    3.19  Litigation.
      The
      Company is not subject to any judgment or order of any court or quasijudicial
      or
      administrative agency of any jurisdiction, domestic or foreign, nor is there
      any
      charge, complaint, lawsuit or governmental investigation pending against the
      Company. The Company is not a plaintiff in any action, domestic or foreign,
      judicial or administrative. There are no existing actions, suits, proceedings
      against or investigations of the Company, and the Company knows of no basis
      for
      such actions, suits, proceedings or investigations. There are no unsatisfied
      judgments, orders, decrees or stipulations affecting the Company or to which
      the
      Company is a party. Except for such matters that, individually or in the
      aggregate, would not have a Material Adverse Effect on the business, operations
      or financial results of AuraSound (either individually or in the aggregate)
      there are no claims, actions, suits, investigations or proceedings before or
      by
      any arbitrator, court, governmental authority or instrumentality pending or
      threatened against or affecting AuraSound or involving the properties of
      AuraSound which might affect the business, properties or financial condition
      of
      AuraSound or which might affect the transactions or other acts contemplated
      by
      this Agreement or the validity or enforceability of this Agreement;

     

    3.20  Employees.
      The
      Company does not have any employees. The Company does not owe any compensation
      of any kind, deferred or otherwise, to any current or previous employees. The
      Company does not have a written or oral employment agreement with any officer
      or
      director of the Company. Neither the Company nor AuraSound is a party to or
      bound by any collective bargaining agreement. Except as set forth in the SEC
      Reports or the Offering Memorandum, there are no loans or other obligations
      payable or owing by either the Company or AuraSound to any stockholder, officer,
      director or employee of the Company, nor are there any loans or debts payable
      or
      owing by any of such persons to the Company or AuraSound or any guarantees
      by
      the Company or AuraSound of any loan or obligation of any nature to which any
      such person is a party. No labor disturbance by the employees of AuraSound
      currently exists or, to AuraSound’s knowledge, is likely to occur

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    3.21  Employee
      Benefit Plans.
      The
      Company does not have any (a) non-qualified deferred or incentive compensation
      or retirement plans or arrangements, (b) qualified retirement plans or
      arrangements, (c) other employee compensation, severance or termination pay
      or
      welfare benefit plans, programs or arrangements or (d) any related trusts,
      insurance contracts or other funding arrangements maintained, established or
      contributed to by the Company. AuraSound has not violated and is not currently
      in violation of any provisions of: (a) any federal or state environmental law,
      (b) Employee Retirement Income Security Act of 1974, as amended, including
      the
      regulations and published interpretations thereunder (“ERISA”), (c) the Bank
      Secrecy Act, as amended, (d) the Money Laundering Control Act of 1986, as
      amended, (e) the Foreign Corrupt Practices Act, or (f) the Uniting and
      Strengthening of America by Providing Appropriate Tools Required to Intercept
      and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and the rules and
      regulations promulgated under any such law, or any successor law, except for
      such violations which, singly or in the aggregate, would not have a Material
      Adverse Effect.

     

    3.22  Legal
      Compliance.
      To the
      best knowledge of the Company and AuraSound, after due investigation, no claim
      has been filed against either the Company or AuraSound alleging a violation
      of
      any applicable laws or regulations of foreign, federal, state and local
      governments and all agencies thereof. Each of the Company and AuraSound holds
      all of the material permits, licenses, certificates or other authorizations
      of
      foreign, federal, state or local governmental agencies required for its
      respective business as presently conducted.

     

    3.23  Internal
      Accounting Controls.
      Each of
      the Company and AuraSound maintains a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) transactions are executed
      in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization, and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences. The Company has established disclosure
      controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e)) for the Company and designed such disclosure controls and procedures
      to ensure that material information relating to the Company is made known to
      the
      certifying officers by others within those entities, particularly during the
      period in which the Company’s Form 10-KSB or 10-QSB, as the case may be, is
      being prepared. The Company's certifying officers have evaluated the
      effectiveness of the Company’s controls and procedures as of end of the filing
      period prior to the filing date of the Form 10-QSB for the quarter ended March
      31, 2007 (such date, the "Evaluation Date"). The Company presented in its most
      recently filed Form 10-KSB or Form 10-QSB the conclusions of the certifying
      officers about the effectiveness of the disclosure controls and procedures
      based
      on their evaluations as of the Evaluation Date. Since the Evaluation Date,
      there
      have been no significant changes in the Company's internal controls (as such
      term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or,
      to
      the Company's knowledge, in other factors that could significantly affect the
      Company's internal controls.

     

    3.24  Listing
      and Maintenance Requirements.
      The
      Company’s common stock is currently quoted on the OTC Bulletin Board. The
      Company has not, since October 1, 2005, received any notice from the OTC
      Bulletin Board or the NASD or any trading market on which the Company’s common
      stock is or has been listed or quoted to the effect that the Company is not
      in
      compliance with the quoting, listing or maintenance requirements of the OTC
      Bulletin Board or such other trading market. The Company is, and has no reason
      to believe that it will not, in the foreseeable future continue to be, in
      compliance with all such quoting, listing and maintenance
      requirements.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    3.25  No
      SEC
      or NASD Inquiries.
      Neither
      the Company nor AuraSound nor any of their past or present officers or directors
      is, or has ever been, the subject of any formal or informal inquiry or
      investigation by the SEC or NASD.

     

    3.26  Disclosure.
      The
      representations and warranties and statements of fact made by the Company and
      AuraSound in this Agreement are, as applicable, accurate, correct and complete
      and do not contain any untrue statement of a material fact or omit to state
      any
      material fact necessary in order to make the statements and information
      contained herein not false or misleading. Neither the Company nor AuraSound
      is
      and, at all times up to and including consummation of the transactions
      contemplated by this Agreement, and after giving effect to application of the
      net proceeds of the Placement, will not be, subject to registration as an
“investment company” under the Investment Company Act of 1940, as amended (the
“1940 Act”), and is not and will not be an entity “controlled” by an “investment
      company” within the meaning of the 1940 Act. The Company and AuraSound will: (i)
      utilize the proceeds of the Offering for working capital purposes, repayment
      of
      certain affiliate loans and bridge loans of AuraSound and payment of expenses
      (including reasonable attorneys’ fees and costs) in accordance with the “Use of
      Proceeds” section of the Offering Memorandum and (ii) initially utilize the
      proceeds of the Offering and all other funds of AuraSound in such a manner
      so as
      to cause AuraSound not to be subject to the 1940 Act, and will thereafter use
      its best efforts to avoid AuraSound’s becoming subject to the 1940
      Act.

     

    3.27 Anti-takeover
      Device.
      Neither
      the Company or AuraSound, nor any of their respective subsidiaries has any
      outstanding shareholder rights plan or “poison pill” or any similar arrangement.
      There are no provisions of any anti-takeover or business combination statute
      applicable to the Company or AuraSound or their respective Articles of
      Incorporation or Bylaws which would preclude the issuance and sale of the
      Securities, the reservation for issuance of the Warrant Shares and the
      consummation of the other transactions contemplated by this Agreement or any
      of
      the other Offering Documents. 

     

    3.28 No
      Integrated Offering.
      Neither
      the Company or AuraSound, nor any of their respective affiliates, nor any person
      acting on its or their behalf, has directly or indirectly made any offers or
      sales of any security or solicited any offers to buy any security under
      circumstances that would cause the offering of the Securities pursuant to this
      Agreement to be integrated with prior offerings by the Company for purposes
      of
      the Act which would prevent the Company from selling the Securities pursuant
      to
      Regulation D and Rule 506 thereof under the Act, or any applicable
      exchange-related stockholder approval provisions, nor will the Company,
      AuraSound nor any of their respective affiliates or subsidiaries take any action
      or steps that would cause the offering of the Securities to be integrated with
      other offerings if such other offering, if integrated, would cause the offer
      and
      sale of the Securities not to be exempt from registration pursuant to Regulation
      D and Rule 506 thereof under the Act. The Company does not have any registration
      statement pending before the SEC or currently under the SEC’s
      review.

    


    3.29 Sarbanes-Oxley
      Act.
      The
      Company is in compliance with the applicable provisions of the Sarbanes-Oxley
      Act of 2002 (the “Sarbanes-Oxley
      Act”),
      and
      the rules and regulations promulgated thereunder, that are effective and for
      which compliance by the Company is required as of the date hereof and intends
      to
      comply with other applicable provisions of the Sarbanes-Oxley Act, and the
      rules
      and regulations promulgated thereunder, upon the effectiveness of such
      provisions or the date by which compliance therewith by the Company is required.
      

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    3.30 Securities
      Law Compliance.
      Subject
      to the accuracy and completeness of the representations and warranties of the
      Subscriber contained in this Agreement, the Company and AuraSound have complied
      and will comply with all applicable federal and state securities laws in
      connection with the offer, issuance and sale of the Securities hereunder.
      Neither the Company nor anyone acting on its behalf, directly or indirectly,
      has
      or will sell, offer to sell or solicit offers to buy any of the Securities
      or
      similar securities to, or solicit offers with respect thereto from, or enter
      into any negotiations relating thereto with, any person, or has taken or will
      take any action so as to bring the issuance and sale of any of the Securities
      under the registration provisions of the Act and applicable state securities
      laws, and neither the Company nor any of its affiliates, nor any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the Act) in
      connection with the offer or sale of any of the Securities.

    


    4.  Covenants
      of the Company

     

    The
      Company covenants with the Subscriber as follows, which covenants are for the
      benefit of the Subscriber and its, his or her permitted assignees.

     

    4.1 Securities
      Compliance.
      The
      Company shall notify the SEC in accordance with its rules and regulations,
      of
      the transactions contemplated by any of Offering Documents and shall take all
      other necessary action and proceedings as may be required and permitted by
      applicable law, rule and regulation, for the legal and valid issuance of the
      Securities to the Subscriber, or their respective subsequent
      holders.

    


    4.2 Registration
      and Listing.
      The
      Company shall cause its Common Stock to continue to be registered under Sections
      12(b) or 12(g) of the Exchange Act, to comply in all respects with its reporting
      and filing obligations under the Exchange Act, to comply with all requirements
      related to any registration statement filed pursuant to this Agreement, and
      to
      not take any action or file any document (whether or not permitted by the Act
      or
      the rules promulgated thereunder) to terminate or suspend such registration
      or
      to terminate or suspend its reporting and filing obligations under the Exchange
      Act or Act, except as permitted herein. The Company will take all action
      necessary to continue the quotation of its Common Stock on the OTC Bulletin
      Board or any successor market. Subject to the terms of Offering Documents,
      the
      Company further covenants that it will take such further action as the
      Subscriber may reasonably request, all to the extent required from time to
      time
      to enable the Subscriber to sell the Securities without registration under
      the
      Act within the limitation of the exemptions provided by Rule 144 promulgated
      under the Act. Upon the request of the Subscriber, the Company shall deliver
      to
      the Subscriber a written certification of a duly authorized officer as to
      whether it has complied with such requirements.

    


    4.3 Compliance
      with Laws.
      The
      Company shall comply, and cause each Subsidiary to comply, with all applicable
      laws, rules, regulations and orders, noncompliance with which would be
      reasonably likely to have a Material Adverse Effect.

    


    4.4 Keeping
      of Records and Books of Account.
      The
      Company shall keep and cause each Subsidiary to keep adequate records and books
      of account, in which complete entries will be made in accordance with GAAP
      consistently applied, reflecting all financial transactions of the Company
      and
      its Subsidiaries.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    4.5 Reporting
      Requirements.
      If the
      Company ceases to file its periodic reports with the SEC, or if the SEC ceases
      making these periodic reports available via the Internet without charge, then
      the Company shall, promptly after filing with the SEC, furnish the following
      to
      the Subscriber so long as the Subscriber shall be obligated hereunder to
      purchase the Securities or shall beneficially own Securities: 

     

    
      	 	 (a)	Quarterly Reports filed with the SEC on Form
              10-QSB;


      	 	 	 


      	 	 (b)	Annual Reports filed with the SEC on Form 10-KSB;
              and


      	 	 	 


      	 	
              (c)

            	
              Copies
                of all notices, information and proxy statements in connection with
                any
                meetings, that are, in each case, provided to holders of shares of
                Common
                Stock, contemporaneously with the delivery of such notices or information
                to such holders of Common Stock.

            


    

    


    4.6 Other
      Agreements.
      The
      Company shall not enter into any agreement in which the terms of such agreement
      would restrict or impair the right or ability of the Company or any Subsidiary
      to perform its obligations under any Offering Documents.

    


    4.7 Use
      of
      Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for the
      purposes set forth in the Offering Memorandum under the section titled “Use of
      Proceeds”.

    


    4.8 Reporting
      Status.
      So long
      as the Subscriber beneficially owns any of the Securities, the Company shall
      timely file all reports required to be filed with the SEC pursuant to the
      Exchange Act, and the Company shall not terminate its status as an issuer
      required to file reports under the Exchange Act even if the Exchange Act or
      the
      rules and regulations thereunder would permit such termination. 

    


    4.9 Disclosure
      of Transaction.
      The
      Company shall issue a press release describing the material terms of the
      transactions contemplated hereby (the “Press
      Release”)
      as
      soon as practicable after the Exchange Closing Date but in no event later than
      four (4) Trading Days following the Exchange Closing Date. The Company shall
      also file with the SEC a Current Report on Form 8-K (the “Form
      8-K”)
      describing the material terms of the transactions contemplated hereby (and
      attaching as exhibits thereto this Agreement, the Lock-Up Agreement, the form
      of
      Warrant and the Press Release) as soon as practicable following the date hereof
      but in no event more than four (4) Trading Days following the Exchange Closing
      Date. “Trading
      Day”
means
      any day during which the OTC Bulletin Board (or other principal exchange on
      which the Common Stock is traded) shall be open for trading. 

    


    4.10 Disclosure
      of Material Information.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf has provided or will provide the Subscriber or its agents or counsel
      with
      any information that the Company believes constitutes material non-public
      information, unless prior thereto the Subscriber shall have executed a written
      agreement regarding the confidentiality and use of such information. The Company
      understands and confirms that the Subscriber shall be relying on the foregoing
      representations in effecting transactions in securities of the
      Company.

    


    4.11 Form
      D.
      The
      Company agrees to file a Form D with respect to the Securities as required
      by
      Rule 506 under Regulation D and to provide a copy thereof to the Subscriber
      promptly after such filing.

    


    4.12 No
      Integrated Offerings.
      The
      Company shall not make any offers or sales of any security (other than the
      Securities being offered or sold hereunder) under circumstances that would
      require registration of the Securities being offered or sold hereunder under
      the
      Act.

     

    
      
        
        

      

      
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    4.13 Pledge
      of Securities.
      The
      Company acknowledges and agrees that the Securities may be pledged by the
      Subscriber in connection with a bona fide
      margin
      agreement or other loan or financing arrangement that is secured by the Common
      Stock. The pledge of Common Stock shall not be deemed to be a transfer, sale
      or
      assignment of the Common Stock hereunder, and no Subscriber effecting a pledge
      of Common Stock shall be required to provide the Company with any notice thereof
      or otherwise make any delivery to the Company pursuant to this Agreement or
      the
      Warrants; provided that the Subscriber and its pledgee shall be required to
      comply with the provisions of Section 5.13 hereof in order to effect a sale,
      transfer or assignment of Common Stock to such pledgee. At the Subscriber'
      expense, the Company hereby agrees to execute and deliver such documentation
      as
      a pledgee of the Common Stock may reasonably request in connection with a pledge
      of the Common Stock to such pledgee by the Subscriber.

    


    4.14 Confidentiality.
      The
      Subscriber agrees that it will not disclose and it will cause its officers,
      directors, employees, representatives, agents, and advisers not to disclose,
      any
      Confidential Information (as hereinafter defined) with respect to the other
      party furnished, at any time or in any manner, provided that (i) any disclosure
      of such information may be made to which the Company and Subscriber consent
      in
      writing; and (ii) such information may be disclosed if so required by law or
      regulatory authority. “Confidential
      Information”
means
      information or knowledge obtained in any due diligence or other investigation
      relating to the negotiation and execution of this Agreement, information
      relating to the terms of the transactions contemplated hereby and any
      information identified as confidential in writing from one party to the other;
      provided,
      however,
      that
      Confidential Information shall not include information or knowledge that (a)
      becomes generally available to the public absent any breach of this Section
      4.14, (b) was available on a non-confidential basis to a party prior to its
      disclosure pursuant to this Agreement, or (c) becomes available on a
      non-confidential basis from a third party who is not bound to keep such
      information confidential. 

    


    4.15  Lock-Up
      Agreement.
      The
      Chief Executive Officer of AuraSound, Arthur Liu, shall be subject to the terms
      and provisions of the Lock-Up Agreement attached as an exhibit to the Offering
      Memorandum. 

    


    4.16  Rule
      144.
      As long
      as the Subscriber owns Securities, the Company covenants to timely file (or
      obtain extensions in respect thereof and file within the applicable grace
      period) all reports required to be filed by the Company after the Subscription
      Closing Date pursuant to Section 13(a) or 15(d) of the Exchange Act. As long
      as
      the Subscriber owns Securities, if the Company is not required to file reports
      pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and
      furnish to the Subscriber and make publicly available in accordance with Rule
      144(c) promulgated under the Act annual and quarterly financial statements,
      together with a discussion and analysis of such financial statements in form
      and
      substance substantially similar to those that would otherwise be required to
      be
      included in reports required by Section 13(a) or 15(d) of the Exchange Act,
      as
      well as any other information required thereby, in the time period that such
      filings would have been required to have been made under the Exchange Act.
      The
      Company further covenants that it will take such further action as the
      Subscriber may reasonably request, all to the extent required from time to
      time
      to enable the Subscriber to sell the Common Stock and the Warrant Shares without
      registration under the Act within the limitation of the exemptions provided
      by
      Rule 144 promulgated under the Act, including providing any legal opinions
      relating to such sale pursuant to Rule 144. 

    


    
      
        
        

      

      
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    4.17  Company
      Indemnity.
      The
      Company agrees to indemnify and hold harmless the Subscribers (and their
      respective directors, officers, affiliates, agents, successors and assigns)
      from
      and against any and all losses, liabilities, deficiencies, costs, damages and
      expenses (including, without limitation, reasonable attorneys’ fees, charges and
      disbursements) incurred by the Subscribers and their directors, officers,
      affiliates, agents, successors and assigns as a result of any inaccuracy in
      or
      breach of the representations, warranties or covenants made by the Company
      herein. 

     

    4.18  Affiliate
      Loan Repayment.
      The
      Company may only use the net proceeds from the Offering to repay affiliate
      loans
      if aggregate subscriptions under the Offering Memorandum exceed $12,000,000,
      and
      the total amount of affiliate loan repayment shall equal the difference between
      $12,000,000 and the total amount raised, up to a maximum of $1,750,000;
      provided, however, if the Company is able to obtain a $12 million accounts
      receivable credit facility, then the amount the Company may use to repay
      affiliate loans shall be the amount of proceeds received over $10,000,000 up
      to
      a maximum of $1,750,000.

    


    5.  Registration
      Rights.

     

    5.1  Registration
      Requirement.
      Subject
      to the terms and limitations hereof, the Company shall file an initial
      Registration Statement on Form SB-2 or other appropriate registration document
      under the Act (the “Initial Registration Statement”) for resale of all the
      shares of Common Stock sold and issued to the Subscriber on the Subscription
      Closing Date and all the Warrant Shares and shall use its reasonable best
      efforts to maintain the Initial Registration Statement effective for a period
      of
      twenty-four (24) months following the Subscription Closing Date at the Company’s
      expense (the “Effectiveness Period”). The Company shall use reasonable best
      efforts to file the Initial Registration Statement no later than sixty (60)
      days
      after the Exchange Closing Date (the “Registration Filing Date”), and shall use
      reasonable best efforts to cause the Initial Registration Statement to become
      effective within two hundred and ten (210) days after the Exchange Closing
      Date
      (the “Effectiveness Date”). The Subscriber understands and agrees that the
      Company shall have no obligation whatsoever to register with the SEC any of
      the
      shares of Common Stock issuable in connection with the Additional Investment
      Option (as hereinafter defined).

     

    5.2  Liquidated
      Damages.
      If: (i)
      the Initial Registration Statement is not filed on or prior to the Registration
      Filing Date, or (ii) the Company fails to file with the SEC a request for
      acceleration in accordance with Rule 461 promulgated under the Securities Act
      within three trading days of the date that the Company is notified in writing
      by
      the SEC that the Initial Registration Statement will not be “reviewed,” or not
      subject to further review; or (iii) the Initial Registration Statement is not
      declared effective by the SEC by the Effectiveness Date; or (iv) the date on
      which trading in the Company’s Common Stock is suspended for more than three
      business days in the aggregate (any such failure or breach being referred to
      as
      an “Event”,
      and
      for purposes of clause (i) or (iii) the date on which such Event occurs, or
      for
      purposes of clause (ii) and (iv) the date on which such three trading day period
      is exceeded, being referred to as an “Event
      Date”),
      then
      on each such Event Date and on each monthly anniversary of each such Event
      Date
      (if the applicable Event shall not have been cured by such date) until the
      applicable Event is cured, the Company shall pay to the Subscriber an amount
      in
      cash, as liquidated damages, equal to 1.5% of the aggregate purchase price
      paid
      by the Subscriber hereunder. In no event will the Company be liable for
      liquidated damages under this Agreement in excess of 1.5% of the Subscriber’s
      subscription amount in any 30-day period and in no event will the total
      liquidated damages hereunder exceed 18% of the Subscriber’s subscription amount
      hereunder. Notwithstanding anything to the contrary contained herein, in no
      event shall any liquidated damages be payable with respect to the Warrants
      or
      the Warrant Shares. 

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary set forth in this Section 5, in the event the SEC
      does
      not permit the Company to register all of the Registrable Securities in the
      initial Registration Statement because of the SEC’s application of Rule 415, the
      Company shall register in the initial Registration Statement such number of
      Registrable Securities as is permitted by the SEC, provided, however, that
      the
      number of Registrable Securities to be included in such Registration Statement
      or any subsequent registration statement shall be determined in the following
      order: (i) first, the shares of Common Stock issued pursuant to this Agreement
      and all other Subscription Agreements under the Offering Memorandum, along
      with
      all of the shares of Common Stock that the Company is obligated to register
      on
      the Initial Registration Statement as set forth in Section 5.8 (i) hereof shall
      be registered on a pro rata basis among the holders of such Common Stock, and
      (ii) second, the shares of Common Stock issuable upon exercise of the Warrants
      shall be registered on a pro rata basis among the holders of the Warrants.
      In
      the event the SEC does not permit the Company to register all of the Registrable
      Securities in the Initial Registration Statement, the Company shall use its
      best
      efforts to file subsequent Registration Statements to register the Registrable
      Securities that were not registered in the Initial Registration Statement as
      promptly as possible and in a manner permitted by the SEC. The Company shall
      use
      its best efforts to file each
      subsequent Registration Statement by the
      later
      of (i) sixty (60) days following the sale of substantially all of the
      Registrable Securities included in the initial Registration Statement or any
      subsequent Registration Statement and (ii) six (6) months following the
      effective date of the initial Registration Statement or any subsequent
      Registration Statement, as applicable, or such earlier date as permitted by
      the
      SEC. The Company shall use its best efforts to obtain effectiveness of each
      subsequent
      Registration Statement by the
      earlier of (A) the ninetieth (90th)
      day
      following the filing date of such Registration Statement (or in the event such
      Registration Statement receives a “full review” by the SEC, the one hundred
      twentieth (120th)
      day
      following such filing date) or (B) the date which is within three (3) business
      days after the date on which the SEC informs the Company (i) that the SEC will
      not review such Registration Statement or (ii) that
      the
      Company may request the acceleration of the effectiveness of such Registration
      Statement and the Company makes such request.

     

    5.3  Registrable
      Securities for the Initial Registration Statement Defined.
      For the
      purposes of this Agreement, “Registrable Securities” shall mean all unregistered
      shares of Common Stock and Warrant Shares underlying the Units purchased by
      the
      Subscriber hereunder, but none of the shares issuable in connection with the
      Additional Investment Option, each as defined herein.

     

    5.4  Limitation
      to Registration Requirement.
      Notwithstanding the foregoing, the Company shall not be obligated to effect
      any
      registration of the Registrable Securities or take any other action pursuant
      to
      this Section 4: (i) in any particular jurisdiction in which the Company would
      be
      required to execute a general consent to service of process in effecting such
      registration, qualification or compliance unless the Company is already subject
      to service in such jurisdiction and except as may be required by the Act, or
      (ii) during any period in which the Company suspends the rights of a subscriber
      after giving the Subscriber written notification of a Potential Material Event
      (defined below) pursuant to Section 4.6 hereof.

     

    5.5  Expenses
      of Registration.
      Except
      as otherwise expressly set forth herein, the Company shall bear all expenses
      incurred by the Company in compliance with the registration obligations of
      the
      Company, including, without limitation, all registration and filing fees,
      printing expenses, fees and disbursements of counsel for the Company incurred
      in
      connection with any registration, qualification or compliance pursuant to this
      Agreement and all underwriting discounts, selling commissions and expense
      allowances applicable to the sale of any securities by the Company for its
      own
      account in any registration. All underwriting discounts, selling commissions
      and
      expense allowances applicable to the sale by Subscriber of Registrable
      Securities and all fees and disbursements of counsel for the Subscriber shall
      be
      borne by the Subscriber.

     

    
      
        
        

      

      
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    5.6  Indemnification.

     

    (a)  To
      the
      extent permitted by law the Company will indemnify the Subscriber, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      the Subscriber, with respect to each registration, qualification or compliance
      effected pursuant to this Agreement, and each underwriter, if any, and each
      person who controls any underwriter, and their respective counsel against all
      claims, losses, damages and liabilities (or actions, proceedings or settlements
      in respect thereof) arising out of or based on (i) any untrue statement (or
      alleged untrue statement) of a material fact contained in any prospectus,
      offering circular or other document prepared by the Company (including any
      related registration statement, notification or the like) incident to any such
      registration, qualification or compliance, or (ii) any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or any violation by
      the
      Company of the Act or any rule or regulation there-under applicable to the
      Company and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and subject to the
      provisions of Section 5.7(b) below, will reimburse the Subscriber, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      the Subscriber, each such underwriter and each person who controls any such
      underwriter, for any legal and any other expenses as they are reasonably
      incurred in connection with investigating and defending any such claim, loss,
      damage, liability or action, provided that the Company will not be liable in
      any
      such case to the extent that any such claim, loss, damage, liability or expense
      arises out of or is based on any untrue statement (or alleged untrue statement)
      or omission (or alleged omissions) based upon written information furnished
      to
      the Company by (or on behalf of) the Subscriber or underwriter, or if the person
      asserting any such loss, claim, damage or liability (or action or proceeding
      in
      respect thereof did not receive a copy of an amended preliminary prospectus
      or
      the final prospectus (or the final prospectus as amended and supplemented)
      at or
      before the written confirmation of the sale of such Registrable Securities
      to
      the person because of the failure of the Subscriber or underwriter to so provide
      such amended preliminary or final prospectus (or the final prospectus as amended
      and supplemented); provided, however, that the indemnity agreement contained
      in
      this subsection shall not apply to amounts paid in settlement of any such loss,
      claim, damage, liability or action if such settlement is effected without the
      consent of the Company (which consent shall not be unreasonably withheld),
      nor
      shall the Company be liable in any such case for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      the Subscriber, any such partner, officer, director, employee, agent or
      controlling person of such Subscriber, or any such underwriter or any person
      who
      controls any such underwriter; provided, however, that the obligations of the
      Company hereunder shall be limited to an amount equal to the portion of net
      proceeds represented by the Registrable Securities pursuant to this
      Agreement.

     

    (b)  To
      the
      extent permitted by law, the Subscriber will indemnify the Company, and its
      directors, officers, agents, employees and each underwriter, if any, of the
      Company’s securities covered by any registration statement required to be filed
      pursuant to this Agreement, each person who controls the Company or such
      underwriter within the meaning of the Act and the rules and regulations
      thereunder, and their respective counsel against all claims, losses, damages
      and
      liabilities (or actions in respect thereof) arising out of or based on any
      untrue statement (or alleged untrue statement) of a material fact contained
      in
      any such registration statement, prospectus, offering circular or other
      document, or any omission (or alleged omission) to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, and will reimburse the Company for any legal or any other expenses
      as they are reasonably incurred in connection with investigating or defending
      any such claim, loss, damage, liability or action, in each case to the extent,
      but only to the extent, that such untrue statement (or alleged untrue statement)
      or omission (or alleged omission) is made in such registration statement,
      prospectus, offering circular or other document in reliance upon and in
      conformity with written information furnished to the Company by the Subscriber;
      provided,
      however,
      that
      the obligations of the Subscriber hereunder shall be limited to an amount equal
      to the net proceeds to the Subscriber from Registrable Securities sold under
      such registration statement, prospectus, offering circular or other document
      as
      contemplated herein; provided, further, that the indemnity agreement contained
      in this subsection shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability or action if such settlement is effected without
      the consent of the Subscriber, which consent shall not be unreasonably withheld
      or delayed.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (c)  Each
      party entitled to indemnification under this Section (the “Indemnified Party”)
      shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
      of any claim as to which indemnity may be sought, and shall permit the
      Indemnifying Party to assume the defense of any such claim or any litigation
      resulting therefrom, provided that counsel for the Indemnifying Party, who
      shall
      conduct the defense of such claim or any litigation resulting therefrom, shall
      be approved by the Indemnified Party (whose approval shall not unreasonably
      be
      withheld), and the Indemnified Party may participate in such defense at such
      party’s expense; and provided further that if any Indemnified Party reasonably
      concludes that there may be one or more legal defenses available to it that
      are
      not available to the Indemnifying Party, or that such claim or litigation
      involves or could have an effect on matters beyond the scope of this Agreement,
      then the Indemnified Party may retain its own counsel at the expense of the
      Indemnifying Party; and provided further that the failure of any Indemnified
      Party to give notice as provided herein shall not relieve the Indemnifying
      Party
      of its obligations under this Agreement unless and only to the extent that
      such
      failure to give notice results in material prejudice to the Indemnifying Party.
      No Indemnifying Party, in the defense of any such claim or litigation, shall,
      except with the consent of each Indemnified Party, consent to entry of any
      judgment or enter into any settlement which does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such Indemnified Party
      of a release from all liability in respect to such claim or litigation. Each
      Indemnified Party shall furnish such information regarding itself or the claim
      in question as an Indemnifying Party may reasonably request in writing and
      as
      shall be reasonably required in connection with defense of such claim and
      litigation resulting there-from.

     

    (d) If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission. 

     

    
      
        
        

      

      
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    5.7  Transfer
      or Assignment of Registration Rights.
      The
      Registrable Securities, and any related benefits to the Subscriber hereunder
      may
      be transferred or assigned by the Subscriber to a permitted transferee or
      assignee, provided that the Company is given written notice of such transfer
      or
      assignment, stating the name and address of said transferee or assignee and
      identifying the Registrable Securities with respect to which such registration
      rights are being transferred or assigned; provided further that the transferee
      or assignee of such Registrable Securities shall be deemed to have assumed
      the
      obligations of the Subscriber under this Agreement by the acceptance of such
      assignment and shall, upon request from the Company, evidence such assumption
      by
      delivery to the Company of a written agreement assuming such obligations of
      the
      Subscriber; and provided further, that the transferee or assignee shall not
      be a
      competitor (or an affiliate of a competitor) of the Company or any of its
      subsidiaries and shall not have (and shall not be an affiliate of a person
      that
      has) any pending or threatened claim against the Company or any of its
      subsidiaries.

     

    5.8  Registration
      Procedures.
      In the
      case of any registration effected by the Company pursuant to this Agreement,
      the
      Company will keep the Subscriber advised in writing as to the initiation of
      each
      registration and as to the completion thereof. The Company will:

     

    (a)  Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of securities covered by such registration statement;

     

    (b)  Respond
      as promptly as reasonably practicable to any comments received from the SEC
      with
      respect to a registration statement or any amendment thereto.

     

    (c)  Notify
      the Subscriber as promptly as reasonably practicable and (if requested by any
      such person) confirm such notice in writing no later than one trading day
      following the day (A) when a prospectus or any prospectus supplement or
      post-effective amendment to a registration statement is proposed to be filed
      and
      (B) with respect to a registration statement or any post-effective amendment,
      when the same has become effective; 

     

    (d)  Furnish
      such number of prospectuses and other documents incident thereto, including
      supplements and amendments, as the Subscriber may reasonably request;


     

    (e)  Furnish
      to the Subscriber, upon request, a copy of all documents filed with and all
      correspondence from or to the SEC in connection with any such registration
      statement other than non-substantive cover letters and the like;

     

    (f)  Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a registration
      statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment; and

     

    (g)  Use
      its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the SEC.

     

    Notwithstanding
      the foregoing, if at any time or from time to time after the date hereof, the
      Company notifies the Subscriber in writing of the existence of an event or
      circumstance that is not disclosed in the Registration Statement and that may
      have a material effect on the Company or its business (a “Potential Material
      Event”), the Subscriber shall not offer or sell any Registrable Securities, or
      engage in any other transaction involving or relating to the Registrable
      Securities, from the time of the giving of notice with respect to a Potential
      Material Event until the Company notifies the Subscriber that such Potential
      Material Event either has been added to the Registration Statement by amendment
      or supplement or no longer constitutes a Potential Material Event; provided,
      that
      the Company may not so suspend the right of Subscriber for more than 60 days
      in
      any twelve month period. 

     

    
      
        
        

      

      
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    (h)  File
      the
      final prospectus pursuant to Rule 424 of the Securities Act no later than 9:00
      am Eastern time on the business day following the date the Registration
      Statement is declared effective by the SEC.

     

    (i)  The
      Company shall not permit any Securities other than (i) the Registrable
      Securities, (ii) 3,200,000 shares of Common Stock issuable upon exercise of
      warrants issued in the Second Bridge Financing (as defined in the Offering
      Memorandum), (iii) 1,229,476 shares of Common Stock held by Next Stage
      Investments, Inc., an affiliate of the Placement Agent, and (iv) 619,329 shares
      of Common Stock held by Synergy Business Consulting, LLC, the former majority
      shareholder of the Company, to be included in the Initial Registration
      Statement.

     

    5.9  Statement
      of Beneficial Ownership.
      The
      Company may require the Subscriber to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      the
      Subscriber and the controlling person thereof and any other such information
      regarding the Subscriber, the Registrable Securities held by the Subscriber
      and
      the intended method of disposition of such securities as shall be reasonably
      required with respect to the registration of the Subscriber’s Registrable
      Securities. The Subscriber hereby understands and agrees that the Company may,
      in its sole discretion, exclude the Subscriber’s shares of Common Stock
      (including such shares into which the Warrants are exercisable) from any
      Registration Statement required to be filed hereunder in the event that the
      Subscriber fails to provide such information requested by the Company within
      the
      time period reasonably specified by the Company or is required to do so by
      law
      or the SEC.

     

    5.10  Compliance.
      The
      Subscriber covenants and agrees that the Subscriber will comply with the
      prospectus delivery requirements of the Act as applicable to such Subscriber
      in
      connection with any resale of Registrable Securities pursuant to a Registration
      Statement required to be filed hereunder.

     

    5.11  Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a Registration Statement other than
      as required hereunder relating to an offering for its own account or the account
      of others under the Act of any of its Common Stock, other than an offering
      of
      securities issued pursuant to a Strategic Issuance (as defined below) and other
      than a Form S-4 or Form S-8 Registration Statement (each as promulgated under
      the Act or their then equivalents relating to equity securities to be issued
      solely in connection with any business combination transaction, acquisition
      of
      any entity or business or equity securities issuable in connection with stock
      option or other employee benefit plans), then the Company shall send to the
      Subscriber (together with any other holders of its Common Stock or Warrants
      possessing “piggyback registration rights” comparable to those granted to the
      Subscriber hereunder (“Rights holders”)) written notice of such determination
      and, if within fifteen (15) days after receipt of such notice, the Subscriber
      shall so request in writing, the Company shall include in such Registration
      Statement all or any part of such Registrable Securities such Subscriber
      requests to be registered; provided that the Company shall not be required
      to
      register any Registrable Securities pursuant to this Section that are eligible
      for resale pursuant to Rule 144(k) promulgated under the Act; and provided
      further that the Company may, without the consent of the Subscriber, withdraw
      such registration statement before its becoming effective if the Company or
      other stockholders have elected to abandon the proposal to register the
      securities proposed to be registered thereunder. If the registration statement
      is being filed for an underwritten public offering, the Subscriber must timely
      execute and deliver the usual and customary agreement among the Company, the
      Subscriber and the underwriters relating to the registration. If the
      Registration Statement is being filed for an underwritten offer and sale by
      the
      Company of securities for its own account and the managing underwriters advise
      the Company in writing that in their opinion the offering contemplated by the
      Registration Statement cannot be successfully completed if the Company were
      to
      also register the Registrable Securities of the Subscriber requested to be
      included in such Registration Statement, then the Company will include in the
      registration: (i) first, any securities the Company proposes to sell, (ii)
      second, any securities of any person whose securities are being registered
      as a
      result of the exercise of a demand registration right, and (iii) third, that
      portion of the aggregate number of shares being requested for inclusion in
      the
      Registration Statement by (X) the Subscriber and (Y) all other Rights holders,
      which in the opinion of such managing underwriters can successfully be sold,
      such number of shares to be taken pro rata from the Rights holders on the basis
      of the total number of shares being requested for inclusion in the Registration
      Statement by each Rights holder. “Strategic Issuance” shall mean an issuance of
      securities: (i) in connection with a “corporate partnering” transaction or a
“strategic alliance” (as determined by the Board of Directors of the Company in
      good faith); (ii) in connection with any financing transaction in respect of
      which the Company is a borrower; or (iii) to a vendor, lessor, lender, or
      customer of the Company, or a research, manufacturing or other commercial
      collaborator of the Company, in a transaction approved by the Board of
      Directors, provided in any case, that such issuance is not being made primarily
      for the purpose of avoiding compliance with this Agreement.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    5.12  Legend.
      Each
      certificate representing the Securities shall be stamped or otherwise imprinted
      with a legend substantially in the following form (in addition to any legend
      required by applicable state securities or “blue sky” laws):

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR HEMCURE, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

     

    The
      Company agrees to reissue certificates representing any of the Common Stock
      and
      the Warrant Shares, without the legend set forth above if at such time, prior
      to
      making any transfer of any such Common Stock or Warrant Shares, such holder
      thereof shall give written notice to the Company describing the manner and
      terms
      of such transfer and removal as the Company may reasonably request. Such
      proposed transfer and removal will not be effected until: (a) either (i) the
      Company has received an opinion of counsel reasonably satisfactory to the
      Company, to the effect that the registration of the Common Stock or Warrant
      Shares under the Act is not required in connection with such proposed transfer,
      (ii) a registration statement under the Act covering such proposed disposition
      has been filed by the Company with the SEC and has become and remains effective
      under the Act, (iii) the Company has received other evidence reasonably
      satisfactory to the Company that such registration and qualification under
      the
      Act and state securities laws are not required, or (iv) the holder provides
      the
      Company with reasonable assurances that such security can be sold pursuant
      to
      Rule 144 under the Act; and (b) either (i) the Company has received an opinion
      of counsel reasonably satisfactory to the Company, to the effect that
      registration or qualification under the securities or “blue sky” laws of any
      state is not required in connection with such proposed disposition, or (ii)
      compliance with applicable state securities or “blue sky” laws has been effected
      or a valid exemption exists with respect thereto. The Company will respond
      to
      any such notice from a holder within five (5) business days. In the case of
      any
      proposed transfer under this Section 5.13, the Company will use reasonable
      efforts to comply with any such applicable state securities or “blue sky” laws,
      but shall in no event be required, (x) to qualify to do business in any state
      where it is not then qualified, or (y) to take any action that would subject
      it
      to tax or to the general service of process in any state where it is not then
      subject. The restrictions on transfer contained in this Section 5.13 shall
      be in
      addition to, and not by way of limitation of, any other restrictions on transfer
      contained in any other section of this Agreement. Whenever a certificate
      representing the Common Stock or Warrant Shares is required to be issued to
      the
      Subscriber without a legend, in lieu of delivering physical certificates
      representing the Common Stock or Warrant Shares, provided the Company’s transfer
      agent is participating in the Depository Trust Company (“DTC”)
      Fast
      Automated Securities Transfer program, the Company shall use its reasonable
      best
      efforts to cause its transfer agent to electronically transmit the Common Stock
      or Warrant Shares to a Subscriber by crediting the account of such Subscriber’s
      Prime Broker with DTC through its Deposit Withdrawal Agent SEC (“DWAC”)
      system
      (to the extent not inconsistent with any provisions of this
      Agreement).

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    6.  Subsequent
      Equity Sales. 

     

    6.1 If
      the
      Company at any time after the Subscription Closing Date consummates a sale
      of
      any Common Stock for cash at a price per share less than the $1.00 or
      consummates a sale of any securities exercisable for or convertible into Common
      Stock (“Common Stock Equivalents”) having an exercise or conversion price per
      share less than the Purchase Price (such lower price, the “Base Share Price” and
      each such issuance, a “Dilutive Issuance”), then the Company shall upon each
      Dilutive Issuance issue to the Subscriber a number of additional shares of
      Common Stock in accordance with the following formula:

     

    
      	
              ACS

            	 = SA         
              minus
              ONS	 
	
               

            	
              BSP

            	 


    

     

    
      	
              Where

            	 	 
	
              ACS

            	
              =

            	
              The
                number of additional shares of Common Stock to be issued pursuant
                to this
                Section 6(a).

            
	 	 	 
	
              SA

            	
              =

            	
              The
                aggregate Purchase Price paid by the Subscriber pursuant to this
                Agreement. 

            
	 	 	 
	
              BSP

            	
              =

            	
              The
                Base Share Price.

            
	 	 	 
	
              ONS

            	
              =

            	
              The
                original number of shares of Common Stock issued to the Subscriber
                pursuant to this Agreement (not including any Warrant
                Shares).

            


    

     

    Notwithstanding
      the foregoing, no adjustments shall be made under this Section 6(a) in respect
      of an Exempt Issuance (as defined below). 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    6.2 “Exempt
      Issuance” means (i) shares of Common Stock issued pursuant to an equity
      incentive plan duly adopted by the Company’s board of directors, provided that
      during the first twelve months following the Exchange Closing Date the number
      of
      securities so issued shall not exceed, during such twelve (12) month period,
      twelve and one-half percent (12.5%) of the outstanding shares of Common Stock
      on
      a fully diluted basis as of the Exchange Closing Date after giving effect to
      the
      sale and issuance of all the Units purchased as of such date; and provided
      further that such fully diluted calculation shall include all Units issued
      pursuant to the Offering Memorandum from and after the Exchange Closing Date
      through the termination of the Offering, (ii) shares of Common Stock issued
      upon
      exercise of any options or warrants of the Company outstanding on the Exchange
      Closing Date, (iii) shares of Common Stock issued upon exercise of warrants
      to
      be issued pursuant to Section 7.1(f) of the Amended and Restated Agreement
      and
      Plan of Share Exchange, dated as of June 7, 2007, between the Company and
      AuraSound (the “Share Exchange Agreement”), and (iv) shares of Common Stock
      issued to the shareholders of AuraSound pursuant to the Share Exchange Agreement
      (including, without limitation, shares issued in connection with the Share
      Cancellation and the Debt Conversion (as defined in the Offering
      Memorandum).

     

    6.3 If
      the
      Company at any time after the Subscription Closing Date shall split, subdivide
      or combine its outstanding shares of Common Stock into a different number of
      shares, then, for the purposes of this Section 6, the Purchase Price shall
      be
      proportionately decreased in the case of a split or subdivision or
      proportionately increased in the case of a combination.

    


    7.  Closing
      Conditions

    


    7.1 Conditions
      Precedent to the Obligation of the Company to Close and to Sell the
      Securities.
      The
      obligation hereunder of the Company to close and issue and sell the Securities
      to the Subscriber at the Subscription Closing Date is subject to the
      satisfaction or waiver, at or before the Subscription Closing of the conditions
      set forth below. These conditions are for the Company's sole benefit and may
      be
      waived by the Company at any time in its sole discretion.

    


    (a) Accuracy
      of the Subscriber’s Representations and Warranties.
      The
      representations and warranties of the Subscriber shall be true and correct
      in
      all material respects as of the date when made and as of the Subscription
      Closing Date as though made at that time, except for representations and
      warranties that are expressly made as of a particular date, which shall be
      true
      and correct in all material respects as of such date.

    


    (b) Performance
      by the Subscriber.
      The
      Subscriber shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by this Agreement to
      be
      performed, satisfied or complied with by the Subscriber at or prior to the
      Subscription Closing Date.

    


    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

    


    (d) Delivery
      of Purchase Price.
      The
      Subscriber shall have delivered to the Company the purchase price for the
      Securities to be purchased by the Subscriber.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (e) Delivery
      of this Agreement and the Warrants.
      This
      Agreement and the Warrants shall have been duly executed and delivered by the
      Subscriber and, with respect to the Escrow Agreement, the escrow agent, to
      the
      Company.

    


    7.2 Conditions
      Precedent to the Obligation of the Subscriber to Close and to Purchase the
      Securities.
      The
      obligation hereunder of the Subscriber to purchase the Securities and consummate
      the transactions contemplated by this Agreement is subject to the satisfaction
      or waiver, at or before the Subscription Closing Date, of each of the conditions
      set forth below. These conditions are for the Subscriber’s sole benefit and may
      be waived by the Subscriber at any time in its sole discretion.

    


    (a) Accuracy
      of the Company's Representations and Warranties.
      Each of
      the representations and warranties of the Company in this Agreement and the
      Registration Rights Agreement shall be true and correct in all respects as
      of
      the Subscription Closing Date, except for representations and warranties that
      speak as of a particular date, which shall be true and correct in all material
      respects as of such date.

    


    (b) Performance
      by the Company.
      The
      Company shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by this Agreement to
      be
      performed, satisfied or complied with by the Company at or prior to the
      Subscription Closing Date.

    


    (c) No
      Suspension, Etc.
      Trading
      in the Common Stock shall not have been suspended by the SEC or the OTC Bulletin
      Board (except for any suspension of trading of limited duration agreed to by
      the
      Company, which suspension shall be terminated prior to the Closing), and, at
      any
      time prior to the Subscription Closing Date, trading in securities generally
      as
      reported by Bloomberg Financial Markets (“Bloomberg”)
      shall
      not have been suspended or limited, or minimum prices shall not have been
      established on securities whose trades are reported by Bloomberg, or on the
      New
      York Stock Exchange, nor shall a banking moratorium have been declared either
      by
      the United States or New York State authorities.

    


    (d) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

    


    (e) No
      Proceedings or Litigation.
      No
      action, suit or proceeding before any arbitrator or any governmental authority
      shall have been commenced, and no investigation by any governmental authority
      shall have been threatened, against the Company or any Subsidiary, or any of
      the
      officers, directors or affiliates of the Company or any Subsidiary seeking
      to
      restrain, prevent or change the transactions contemplated by this Agreement,
      or
      seeking damages in connection with such transactions.

    


    (f) Opinion
      of Counsel.
      The
      Subscriber shall have received an opinion of counsel to the Company, dated
      the
      Subscription Closing Date, in the form attached to the Offering Memorandum
      as
Exhibit
      F.

     

    (g) Shares
      and Warrants.
      At or
      prior to the Subscription Closing, the Company shall have delivered to the
      Subscriber the Warrants (in such denominations as each Subscriber may request)
      duly executed by the Company. In addition, the Company shall provide for the
      delivery to the Subscriber of certificates representing the Common Stock (in
      such denominations as the Subscriber may request) in a reasonable period of
      time
      after the close, not to exceed five (5) days.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (h) Secretary's
      Certificate.
      The
      Company shall have delivered to the Subscriber a secretary's certificate, dated
      as of the Subscription Closing Date, as to (i) the resolutions adopted by the
      Board of Directors approving the transactions contemplated hereby, (ii) the
      Articles, (iii) the Bylaws, each as in effect at the Closing, and (iv) the
      authority and incumbency of the officers of the Company executing the Offering
      Documents and any other documents required to be executed or delivered in
      connection therewith.

    


    (i) Officer's
      Certificate.
      On the
      Subscription Closing Date, the Company shall have delivered to the Subscriber
      a
      certificate signed by an executive officer on behalf of the Company, dated
      as of
      the Subscription Closing Date, confirming the accuracy of the Company's
      representations, warranties and its compliance with covenants as of the
      Subscription Closing Date and confirming the compliance by the Company with
      the
      conditions precedent set forth in this Section 7 as of the Subscription Closing
      Date.

    


    (j)  Material
      Adverse Effect.
      No
      Material Adverse Effect shall have occurred at or before the Subscription
      Closing Date.

    


    (k)  Minimum
      Investment Amount.
      The
      Company shall have in escrow pursuant to the Offering Memorandum at least
      $10,000,000. 

    


    (l)  Credit
      Facility.
      The
      Company shall have written approval from a lender to provide receivables
      financing in an amount of at least $10,000,000 independent of the amount raised
      under the Offering Memorandum and such receivables financing agreement must
      have
      an initial term of twelve months.

    


    8.  Additional
      Investment Option. 
If
      the Subscriber’s aggregate Purchase Price paid pursuant to this
      Subscription Agreement equals or exceeds $3,000,000, then for a period of twelve
      (12) months from the Closing Date the Subscriber will have the right but not
      the
      obligation to purchase additional Units up to 50% of the dollar amount invested
      by such investor in the Offering at a price of $1.35 per Unit, provided that
      the
      additional Warrants included in such additional Investment Units shall not
      be
      subject to cashless exercise (“the Additional Investment Option”). For example,
      if the investor invested $4,000,000 in the Offering, then for a period of 12
      months from the Closing Date, such investor shall have the option to purchase
      an
      additional $2,000,000 in Units except that the price per Unit shall be $1.35
      and
      the Warrants included in such additional Units shall not be subject to cashless
      exercise. For purposes of this Additional Investment Option, all investments
      managed by the same Investment Advisor shall be aggregated and deemed to be
      as
      one.

    


    9.  Miscellaneous.

     

    9.1  In
      connection with the Additional Investment Option, the Subscriber will provide
      the Company with a written notice stating the number of additional Units the
      Subscriber desires to purchase and a written representation and warranty, in
      form and substance reasonably acceptable to the Company, that the Subscriber
      continues to be an “accredited investor” as defined in Rule 501 of Regulation D
      promulgated under the Act.  The Company and the Subscriber will use their
      best efforts, cooperate in good faith and provide each other such additional
      documentation and instructions as each may reasonably request in order to
      consummate such additional purchase and sale within 10 trading days of the
      Company’s receipt of the Subscriber’s notice hereunder.  The Subscriber
      understands and agrees that the shares of Common Stock underlying the additional
      Units, including warrant shares, will not be registered in the Initial
      Registration Statement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    9.2  Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Company (or to Arthur Liu for the purposes of Section 4.11),
      at
      AuraSound, Inc., 11839 East Smith Avenue, Santa Fe Springs, CA 90670, Attention:
      Arthur Liu, Chief Executive Officer, with a copy to (which shall not constitute
      notice) Richardson & Patel LLP, 405 Lexington Avenue, 26th
      Floor,
      New York, NY 10174, Attention: Kevin Friedman, Esq., and to the Subscriber
      at
      the address indicated on the signature page of this Agreement. Notices shall
      be
      deemed to have been given three (3) business days after the date of mailing,
      except notices of change of address, which shall be deemed to have been given
      when received.

     

    9.3  This
      Agreement may be amended through a written instrument signed by the Subscriber,
      AuraSound and the Company; provided, however, that the terms of Section 4 of
      this Agreement may be amended without the consent or approval of the Subscriber
      so long as such amendment applies in the same fashion to the subscription
      agreements of all of the other subscribers for Units in the Offering and at
      least holders of a majority of the Units sold in the Offering have given their
      approval of such amendment, which approval shall be binding on all holders
      of
      Units. 

     

    9.4  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and assigns.
      This Agreement sets forth the entire agreement and understanding between the
      parties as to the subject matter hereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among
      them.

     

    9.5  Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto,
      the
      parties expressly agree that all the terms and provisions hereof shall be
      construed in accordance with and governed by the laws of the State of
      Nevada. 

     

    9.6  This
      Agreement may be executed in counterparts. It shall not be binding upon the
      Company and AuraSound unless and until it is accepted by the Company and
      AuraSound. Upon the execution and delivery of this Agreement by the Subscriber,
      this Agreement shall become a binding obligation of the Subscriber with respect
      to the purchase of Units as herein provided; subject, however, to the right
      hereby reserved to the Company to enter into the same agreements with other
      subscribers and to add and/or to delete other persons as
      subscribers.

     

    9.7  The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect.

     

    9.8  It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     

    9.9  The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    9.10  The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscriber, except as required by law, provided that the Company
      may
      provide information relating to the Subscriber as required in any registration
      statement under the Act that may be filed by the Company pursuant to the
      requirements of this Agreement. 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    9.11  Specific
      Performance. The Company and the Subscriber acknowledge and agree that
      irreparable damage would occur in the event that any of the provisions of this
      Agreement or the other Offering Documents are not performed in accordance with
      their specific terms or are otherwise breached. It is accordingly agreed that
      the parties shall be entitled to an injunction or injunctions to prevent or
      cure
      breaches of the provisions of this Agreement or the other Offering Documents
      and
      to enforce specifically the terms and provisions hereof or thereof, this being
      in addition to any other remedy to which any of them may be entitled by law
      or
      equity.

     

    9.12  Survival.
      The representations and warranties of the Company and the Subscriber shall
      survive the execution and delivery hereof and the Subscription Closing until
      the
      second anniversary of the Subscription Closing Date.

     

    9.13  The
      obligation of the Subscriber hereunder is several and not joint with the
      obligations of any other subscribers for the purchase of Units in the Offering
      (the “Other Subscribers”), and the Subscriber shall not be responsible in any
      way for the performance of the obligations of any Other Subscribers. Nothing
      contained herein or in any other agreement or document delivered at the Closing,
      and no action taken by the Subscriber pursuant hereto, shall be deemed to
      constitute the Subscriber and the Other Subscribers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Subscriber and the Other Subscribers are in any way acting
      in concert with respect to such obligations or the transactions contemplated
      by
      this Agreement. The Subscriber shall be entitled to protect and enforce the
      Subscriber’s rights, including without limitation the rights arising out of this
      Agreement, and it shall not be necessary for any Other Subscriber to be joined
      as an additional party in any proceeding for such purpose. The language used
      in
      this Agreement will be deemed to be the language chosen by the parties to
      express their mutual intent, and no rules of strict construction will be applied
      against any party. The Subscriber is not acting as part of a “group” (as that
      term is used in Section 13(d) of the 1934 Act) in negotiating and entering
      into
      this Agreement or purchasing the Units or acquiring, disposing of or voting
      any
      of the underlying Common Shares or the Warrant Shares. The Company hereby
      confirms that it understands and agrees that the Subscriber is not acting as
      part of any such group.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first written above.

     

    
      	 	 	 	 
	 	 	 	 
	
              
Full
              Legal Name of Subscriber (Please print)	 	 	
              
                

              

              Full Legal Name of Co-Subscriber 

              (if applicable)

            


    

    
       

      
        	 	 	 	 
	 	 	 	 
	
                
Signature
                of (or on behalf of) Subscriber	 	 	
                
Signature
                of or on behalf of Co-Subscriber 
	Name:	 	 	(if applicable)
	Title: 	 	 	 


      

      
        
           

          
            	 	 	 	 
	 	 	 	 
	
                    
Address
                    of Subscriber	 	 	
                    

                    Address
                      of Co-Subscriber (if applicable)

                  


          

          
             

            
              	 	 	 	 
	 	 	 	 
	
                      
Social
                      Security or Taxpayer	 	 	
                      
Social
                      Security or Taxpayer Identification
	Identification Number of Subscriber	 	 	
                      Number
                        of Co-Subscriber (if applicable)

                    


            

            
              
                
                  
                     

                    
                      	 	 	 	 
	 	 	 	 
	
                              
Number
                              of Units Subscribed For	 	 	
                            


                    

                    
                      
                         

                        
                          	 Subscription
                                  Agreed to and
                                  Accepted   	 	 	 
	 	 	 	 	 
	HEMCURE,
                                  INC., a Nevada
                                  corporation 	 	AuraSound,
                                  Inc., a California
                                  corporation
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	
                                  
 
Bartley
                                  J. Loethen	 	Name:	
                                  
 Arthur
                                  Liu
	Title:
	 
Chief
                                  Executive
                                  Officer	 	Title:	 Chief Executive
                                  Officer


                        

                         

                        
                          
                            
                            

                          

                          
                            30

                            
                              

                            

                          

                          
                            
                            

                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    Exhibit
      A-1

     

    Corporate
      Investor Questionnaire


    


    
      
        

      
Name:

    
      
        

      



    IMPORTANT:
      

    Please
      Complete


    


    CORPORATE
      INVESTOR QUESTIONNAIRE

     

      
        

      

    

    


    HEMCURE,
      INC.

    


    AuraSound,
      Inc.

    


    Hemcure,
      Inc. and AuraSound,
      Inc.

    c/o
      AuraSound, Inc.

    11839
      East Smith Avenue

    Santa
      Fe
      Springs, CA 90670

    Attn:
      Arthur Liu


    


    The
      information contained in this Corporate Investor Questionnaire is being
      furnished
      in
      order to determine whether the undersigned Corporation’s
      subscription
      to
      purchase Units
      (“Units”) each Unit consisting of one share
      of
      common stock and warrants to purchase one (1) share of Common Stock of
      AuraSound,
      Inc.
      and
      Hemcure, Inc. (the
      “Company”) may proceed.

    


    This
      Questionnaire should be completed, signed, dated and
      a copy
      should be sent to GP Group, LLC (the “Placement Agent”) via facsimile at (310)
      696-4007 or electronic format (e.g., PDF) to njohnson@geminipartners.net
      and the
      original delivered to GP Group, LLC, 10880 Wilshire Boulevard, Suite 500, Los
      Angeles, California 90024, Attention: Nathan Johnson.
      Please
      keep a copy for your files.

     

    
      
        
        

      

      
        A-1
          (1)

        
          

        

      

      
        
        

      

    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Corporation understands, however, that the Company may present
      this
      Questionnaire to such parties as it deems appropriate
      if called upon to establish that the proposed offer and sale of the Units in
      the
      Company is
      exempt
      from registration under the Securities Act
      of
      1933, as
      amended, or meets
      the
      requirements of applicable state securities or “blue sky” laws. Further, the
undersigned
      Corporation understands that the offering required to be reported to the
Securities
      and Exchange Commission and to various state securities or “blue sky”
regulators.

    


    I. PLEASE
      CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE
      CORPORATION.

    


    
      	 	
               ̈
                1.

            	
              Each
                of the shareholders of the undersigned Corporation is able to certify
                that
                such shareholder meets at least one of the following two
                conditions:

            


    

    


    
      	(a)         
               	
              The
                shareholder is a natural person whose individual net worth* or joint
                net
                worth with his or her spouse exceeds $1,000,000;
                or

            


    

    


    
      	(b)        
               	
              The
                shareholder is a natural person who had an individual income* in
                excess of
                $200,000 in each of the previous two years and who reasonably expects
                an
                individual income in excess of $200,000 this
                year.

            


    

    


    
      	 	
               ̈
                2.

            	
              Each
                of the shareholders of the undersigned Corporation is able to certify
                that
                such shareholder is a natural person who, together with his or her
                spouse,
                has had a joint income in excess of $300,000 in each of the previous
                two
                years and who reasonably expects a joint income in excess of $300,000
                this
                year.

            


    

    


    
      	 	
               ̈
                3.

            	
              The
                undersigned Corporation: (a) was not formed for the specific purpose
                of
                acquiring the Units;
                and (b) has total assets in excess of
                $5,000,000.

            


    

    
       

      
        

      

    

    
      	
              *

            	
              For
                purposes of this Questionnaire, the term “net worth” means the excess of
                total assets over total liabilities. In determining income, an investor
                should add to his or her adjusted gross income any amounts attributable
                to
                tax-exempt income received, losses claimed as a limited partner in
                any
                limited partnership, deductions claimed for depletion, contributions
                to
                IRA or Keogh retirement plans, alimony payments and any amount by
                which
                income from long-term capital gains has been reduced in arriving
                at
                adjusted gross income.

            


    

     

    
      
        
        

      

      
        A-1
          (2)

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

    IF
      YOU
      CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION I, ABOVE, AND DID NOT
      CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE
      UNDERSIGNED CORPORATION LISTING THE NAME
      OF
      EACH SHAREHOLDER AND THE REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY
      SUCH SHAREHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH,
      INDIVIDUAL INCOME OR JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED
      INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 (2) TO
      A-1 (6)). 

    
      

    

    


    II.
       OTHER
      CERTIFICATIONS

    


    By
      signing the Signature Page, the undersigned certifies the
      following:

    


    
      	(a)  	
              that
                the Corporation’s purchase of Units
                will
                be solely for the Corporation’s own account and not for the account of any
                other person or entity;

            


    

    


    
      	(b)  	
              that
                the Corporation’s name, address of principal office, place of
                incorporation and taxpayer identification number as set forth in
                this
                Questionnaire are true, correct and complete;
                and

            


    

    


    
      	
            	(c)	
              that
                one of the following is true and correct (check
                one):

            


    

    


    
      	 	
               ̈
                (i)

            	
              the
                Corporation is a corporation organized in or under the laws of the
                United
                States or any political subdivision
                thereof.

            


      	 	 	 


      	 	  ̈
              (ii)	
              the Corporation is a corporation which is neither
                created

              nor
                organized in or under the United States or any political subdivision
                thereof, but which has made an election under either Section 897(1)
                or
                897(k) of the United States Internal Revenue Code of 1986, as amended,
                to
                be treated as a domestic corporation for certain purposes of United
                States
                federal income taxation (A COPY OF THE INTERNAL REVENUE SERVICE
                ACKNOWLEDGMENT OF THE UNDERSIGNED’S ELECTION MUST BE ATTACHED TO THIS
                QUESTIONNAIRE IF THIS PROVISION IS
                APPLICABLE).

            


      	 	 	 


      	 	 ̈
              (iii)	neither (1) nor (ii) above is
              true.


      	 	 	
              ®
                (i)

            


    

     

    
      
        
        

      

      
        A-1
          (3)

        
          

        

      

      
        
        

      

    

     

    
      	
              III.
                

            	
              GENERAL
                INFORMATION

            


    

    


    (a)  PROSPECTIVE
      PURCHASER (THE CORPORATION)

     

    
      
        
          	
                  Name:

                	 
	 	 


        

      

    

    
       

      
        
          	
                  Principal
                    Place of Business:

                	 	 
	
                   

                	
                  (Number
                    and Street)

                


        

      

       

    

    
      
        	 	 	 
	
                (City)

              	
                (State)

              	
                (Zip
                  Code)

              


      

      
        
           

          
            
              	
                      Address
                        for Correspondence (if
                        different):

                    	 
	 	
                      (Number
                        and Street)

                    


            

          

           

          
            
              
                	 	 
	
                        (City)

                      	
                        (State)
                          (Zip
                          Code)

                      


              

              
                
                   

                  
                    
                      	
                              Telephone
                                Number:

                            	 
	 	(Area
                              Code) 	(Number)


                    

                  

                   

                

              

            

          

          
            
              
                
                  	
                          Facsimile
                            Number: 

                        	 
	 	(Area
                          Code) 	(Number)


                

              

               

            

          

        

      

    

    
      
        
          
            	
                    State
                      of Incorporation:

                  	 
	 	 


          

        

      

       

      
        
          
            	
                    Date
                      of Formation:

                  	 
	 	 


          

        

      

       

      
        
          
            	
                    Taxpayer
                      Identification Number: 

                  	 
	 	 


          

        

      

       

      
        
          
            	
                    NASD
                      Affiliation or Association of the Corporation, if any: 

                  	 
	 	 


          

        

      

    

    
       

      If
        none,
        check here    o

       

    

    
      
        
          
            	
                    Number
                      of Shareholders: 

                  	 
	 	 


          

        

      


    


    
      	(b)  	
              INDIVIDUAL
                WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                CORPORATION

            


    

     

    
      
        
          
            	
                    Name:

                  	 
	 	 


          

        

      

    

     

    
      
        
          
            	
                    Position
                      or Title: 

                  	 
	 	 


          

        

      
            

    
      
        
        

      

      
        A-1
          (4)

        
          

        

      

      
        
        

      

    

     

    
      	
              IV.
                

            	
              BENEFICIAL,
                OWNERSHIP

            


    

    


    List
      the
      name, address, title, phone number and email address of the natural
      person
      or persons who will possess voting and investment power over the Units
      subscribed
      for herein:

     

    
      
        
          
            	
                    Name
                      of Natural Person(s):

                  	 
	 	 


          

        

      

    

     

    
      
        
          
            
              	
                      Address:
                        

                    	 
	 


            

          

        

      

    

        

    
      
        
          
            
              
                	
                         

                      
	 


              

            

          

        

      

         

    

    
      
        
          
            
              
                	
                        Title
                          (if any):

                      	 
	 


              

            

          

        

      

        

        
        
          
            
              
                
                  
                    	
                            Phone:

                          	 
	 


                  

                

              

            

          

        

      

        
        
          
            
              
                
                  
                    	
                            Email
                              address (if
                              any): 

                          	 
	 


                  

                

              

            

          

        

      

    

       

    
      	
              V.
                

            	
              SIGNATURE

            


    

    


    The
      Signature Page to this Questionnaire is contained on page A-1 (6), entitled
      Corporation Signature Page.

    


    
      
        
        

      

      
        A-1
          (5)

        
          

        

      

      
        
        

      

    


    Corporation
      Signature Page

     

    
      

    

    


    HEMCURE,
      INC.

    


    AURASOUND,
      INC.

     

    
      

    

    


    1.  The
      undersigned Corporation represents that (a) the information contained in this
      Questionnaire is complete and accurate and (b) the Corporation will immediately
      notify (i) GP Group, LLC, 10880 Wilshire Boulevard, Suite 500, Los Angeles,
      California 90024, Attention: Nathan Johnson, phone
      number (310) 696-4000, facsimile
      (310) 696-4007 and (ii) Thomas J. Poletti, Esq., counsel to GP Group, LLC,
      at Kirkpatrick & Lockhart Preston Gates Ellis LLP, 10100 Santa Monica Blvd.,
      7th Floor, Los Angeles, California 90067, phone number (310) 552-5000, facsimile
      (310) 552-5001 if any material change in any of the information occurs prior
      to
      the acceptance of the undersigned Corporation’s subscription and will promptly
      send the foregoing written confirmation of such change.

    


    2.  The
      undersigned Corporation hereby represents and warrants that the person signing
      this Questionnaire on behalf of the Corporation has been duly authorized by
      all
      requisite action on the part of the Corporation to acquire the Units and sign
      this Questionnaire and this Agreement on behalf of the Corporation and, further,
      that the undersigned Corporation has all requisite authority to purchase the
      Units and enter into the Subscription Agreement.

    
       

      
        
          
            
              	
                       

                    	 	      

	
                      Date

                    	 	
                      Name
                        of Corporation 

                    	 	(Please
                      Type or Print)
	 	 	 	 	 
	 	 	 
	 	 	By:
	 	 
	 	 	Signature	 	 
	 	 	 	 	 
	 	 	 
	 	 	Name:	 	 
	 	 	
                      (Please
                        Type or Print)

                    	 	 
	 	 	 	 	 
	 	 	 
	 	 	Title:	 	 
	 	 	
                      (Please Type
                        or Print)

                    	 	 


            

          

        

      

    

      

    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
      SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
      OR
      AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
      SUCH
      SECURITIES IS NOT REQUIRED.

    



    
      
        
        

      

      
        A-1
          (6)

        
          

        

      

      
        
        

      

    



    Exhibit
      A-2

    Individual
      Investor
      Questionnaire

    


    
      

    

     Name:
_________________________

    
      
        

      

    

     

    IMPORTANT:
      

    Please
      Complete

     

    INDIVIDUAL
      INVESTOR QUESTIONNAIRE

     

    
      
        

      



    HEMCURE,
      INC.

    


    AURASOUND,
      INC.

     

    
      

    

    


    Hemcure,
      Inc. and AuraSound,
      Inc.

    c/o
      AuraSound, Inc.

    11839
      East Smith Avenue

    Santa
      Fe
      Springs, CA 90670

    Attn:
      Arthur Liu


    


    The
      information contained in this Corporate Investor Questionnaire is being
      furnished
      in
      order to determine whether the undersigned Corporation’s
      subscription
      to
      purchase Units
      (“Units”) each Unit consisting of one share
      of
      common stock and warrants to purchase one (1) share of Common Stock of
      AuraSound,
      Inc.
      and
      Hemcure, Inc. (the
      “Company”) may proceed.

    


    This
      Questionnaire should be completed, signed, dated and
      a copy
      should be sent to GP Group, LLC (the “Placement Agent”) via facsimile at (310)
      696-4007 or electronic format (e.g., PDF) to njohnson@geminipartners.net
      and the
      original delivered to GP Group, LLC, 10880 Wilshire Boulevard, Suite 500, Los
      Angeles, California 90024, Attention: Nathan Johnson.
      Please
      keep a copy for your files.


    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Corporation understands, however, that the Company may present
      this
      Questionnaire to such parties as it deems appropriate
      if called
      upon to
      establish that the proposed offer and sale of the Units in the
      Company is
      exempt
      from registration under the Securities Act
      of
      1933, as
      amended, or meets
      the
      requirements of applicable state securities or “blue sky” laws. Further, the
undersigned
      Corporation understands that the offering required to be reported to the
Securities
      and Exchange Commission and to various state securities or “blue sky”
regulators.

     

    
      
        

      

    

    IF
      YOU
      ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE
      (PAGE A-2 (5)). 
      
        

      

    

    


    
      
        

      

      IF
        YOU
        ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL
        OUT
        A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-2 (1) to
        A-2 (5) and return both completed Questionnaires to G P Group, LLC in the
        same envelope.

      
        

      

    

    


    
      
        	I.	
                PLEASE
                  INDICATE DESIRED TYPE OF OWNERSHIP OF
                  SHARES:

              


      

    

    


     ̈ Individual

    


     ̈ Joint
      Tenants (rights of survivorship)

     

    
      
        
        

      

      
        A-2
          (1)

        
          

        

      

      
        
        

      

    

    


     ̈ Tenants
      in Common (no rights of survivorship)

     

    
      	II.	
              PLEASE
                CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO
                YOU.

            


    

    


    
      	
            	 ̈	
              1.     I
                have an individual net worth* or joint net worth with my spouse in
                excess
                of $1,000,000.

            


    

     

    
      	
            	 ̈	
              2.     I
                have had an individual income* in excess of $200,000 in each of
                the
                previous two years and I reasonably expect an individual income in
                excess
                of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
                SPOUSE,
                YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN
                EACH OF
                THESE YEARS IN ORDER TO CHECK THIS
                BOX.

            


    

    


    
      	
            	 ̈	
              3.    My
                spouse and I have had a joint income* in excess of $300,000
                in each
                of the previous two years and I reasonably expect a joint income
                in excess
                of $300,000 this year.

            


    

    


    
      	
            	 ̈	
              4.     I
                am a director and/or an executive officer of Company as
                such terms
                are defined in Regulation D promulgated under the Securities Act
                of  1933,
                as amended.

            


    

     

    
      

    

    *
      For
      purposes of this Questionnaire, the term “net worth” means the excess of total
      assets over total liabilities. In determining income, an investor should add
      to
      his or her adjusted gross income any amounts attributable to tax-exempt income
      received, losses claimed as a limited partner in any limited partnership,
deductions
      claimed for depletion, contributions to IRA or Keogh retirement
      plans, alimony
      payments and any amount by which income from long-term capital gains
      has been
      reduced in arriving at adjusted gross income.



    
      
        
        

      

      
        A-2
          (2)

        
          

        

      

      
        
        

      

    


     

    
      	
              III.

            	
              OTHER
                CERTIFICATIONS

            


    

    


    By
      signing the Signature Page, I certify the following (or, if I am purchasing
      Units
      with
      my
      spouse as co-owner, each of us certifies the following):

    


    
      	
            	(a)	
              that
                I am at least 21 years of age;

            


    

    


    
      
        	
              	(b)	
                that
                  my purchase of Units
                  will
                  be solely for my own account and not for the account of any other
                  person
                  (other than my spouse, if
                  co-owner);

              


      

    

    


    
      
        	
              	(c)	
                that
                  the name, home address and social security number or taxpayer
                  identification number as set forth in this Questionnaire are true,
                  correct
                  and complete; and

              


      

    

    


    
      
        	
              	(d)	
                that
                  one of the following is true and correct (check
                  one):

              


      

    

     

    Spouse,
      if Co-owner

    


     ̈
 ̈  (i) I
      am a
      United States citizen or resident of the United States for United States
      federal income tax purposes.

    


     ̈
 ̈  
      (ii) I
      am
      neither a United States citizen nor a resident of the United
      States
      for United
      States federal income tax purposes.

    


    
      	
              IV.

            	
              GENERAL
                INFORMATION

            


    

    


    
      	
            	(a)	
              PERSONAL
                INFORMATION

            


    

     

    
      
        	Name:	 


      

       

      
        	Social
                Security or Taxpayer Identification Number:	 	 
	 	 	 


      

    

     
      
      
        
          	Residence
                  Address:	 
	 	
                  (Number
                    and
                    Street)

                


        

         

        
          	 
	
                  (City)

                	
                  (State)

                	
                  (Zip
                    Code)

                


        

         

        
          
            	Residence
                    Telephone Number:	 
	 	
                            (Area
                      Code)       (Number)
                      Residence

                  


          

          
             

            
              
                	Facsimile
                        Number:	 
	 	
                                      (Area
                          Code)         (Number)

                      


              

               

              
                
                  	Name
                          of
                          Business:	 


                

                 

                
                  
                    	Business Address:	 
	 	
                            (Number
                              and
                              Street)

                          


                  

                  
                     

                    
                      	 
	
                              (City)

                            	
                              (State)

                            	
                              (Zip
                                Code)

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        A-2
          (3)

        
          

        

      

      
        
        

      

    

     

    
      
        	Business Telephone
                Number:	 
	 	
                         (Area
                  Code)         (Number)

              


      

       

      
        
          	Business Telephone
                  Number:	 	
                
	 	
                             (Area
                    Code)         (Number)

                


        

         

      

    

    I
      prefer
      to have correspondence sent to:  ̈ Residence 
 ̈
      Business 

    
       

      
        
          	NASD
                  Affiliation or Association, if any: 	 	
                



      

    

    


    If
      none,
      check here  ̈

    


    Spouse,
      if Potential Co-owner

    
       

      
        
          	Name:	 


        

         

        
          	Social
                  Security or Taxpayer Identification Number:	 	 
	 	 	 


        

      

       
        
        
          
            	Residence
                    Address:	 
	 	
                    (Number
                      and
                      Street)

                  


          

           

          
            	 
	
                    (City)

                  	
                    (State)

                  	
                    (Zip
                      Code)

                  


          

           

          
            
              	Residence
                      Telephone Number:	 


            

          

        

      

    

    
       

      
        
          	Name
                  of
                  Business:	 


        

         

        
          
            	Business Address:	 
	 	
                    (Number
                      and
                      Street)

                  


          

          
            
              
                 

                
                  	 
	
                          (City)

                        	
                          (State)

                        	
                        


                

              

            

          

        

      

    

    


    I
      prefer
      to have correspondence sent to:  ̈ Residence
         ̈ Business

    
      
         

        
          
            	NASD
                    Affiliation or Association, if any: 	 	
                  



        

      

         

    

    If
      none,
      check here  ̈


    


    
      	
              V.
                

            	
              SIGNATURE

            


    

    


    The
      Signature Page to this Questionnaire is contained on page A-2 (5), entitled
      Individual Signature Page.

     

    
      
        
        

      

      
        A-2
          (4)

        
          

        

      

      
        
        

      

    

     

    


    INDIVIDUAL
      SIGNATURE PAGE

     

      
        

      

    

     

    HEMCURE,
      INC.

    


    AURASOUND,
      INC.

     

    
      

    

     

    1. The
      undersigned represents that (a) the information contained in this Questionnaire
      is complete and accurate, and (b) he/she/it will immediately notify
      (i) GP
      Group,
      LLC,
      10880
      Wilshire Boulevard, Suite 500, Los Angeles, California 90024, Attention: Nathan
      Johnson, phone
      number (310) 696-4000, facsimile
      (310) 696-4007 and (ii) Thomas J. Poletti, Esq., counsel to GP
      Group,
      LLC,
      at
Kirkpatrick
      & Lockhart Preston Gates Ellis LLP,
      10100
      Santa Monica Blvd., 7th Floor, Los Angeles, California 90067, phone number
      (310)
      552-5000, facsimile (310) 552-5001 if any material change in any of the
      information occurs prior to the acceptance of the undersigned’s subscription and
      will promptly send the foregoing written confirmation of such change.


    


    
      	 	 	 	 
	
              
Date:	 	 	
              
Name
              (Please Type or Print)
	
            	 	 	
            
	 	 	 	 
	 	 	 	
              
Signature
	 	 	 	 
	 	 	 	 
	 	 	 	
              
                

              

              Name of Spouse if Co-owner

              (Please Type or Print)

            
	 	 	 	 
	 	 	 	
              
Signature of
              Spouse if Co-owner


    

       

    IF
      YOU
      ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE
      (PAGE A-2 (5)). IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE,
      YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of
      pages A-2 (1) to A-2 (5) and return both completed Questionnaires to G P Group,
      LLC in the same envelope.

    


    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
      SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
      OR
      AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
      SUCH
      SECURITIES IS NOT REQUIRED.

    


    
      
        
        

      

      
        A-2
          (5)

        
          

        

      

      
        
        

      

    


    Exhibit
      A-3

    


    Limited
      Partnership Investor Questionnaire

    


    


    Name:


    


    IMPORTANT:
      Please Complete:

     

    LIMITED
      PARTNERSHIP INVESTOR QUESTIONNAIRE

     

    
      
        

      



    HEMCURE,
      INC.

    


    AURASOUND,
      INC.

     

    
      
 

    Hemcure,
      Inc. and AuraSound,
      Inc.

    c/o
      AuraSound, Inc.

    11839
      East Smith Avenue

    Santa
      Fe
      Springs, CA 90670

    Attn:
      Arthur Liu

    


    The
      information contained in this Corporate Investor Questionnaire is being
      furnished
      in
      order to determine whether the undersigned Corporation’s
      subscription
      to
      purchase Units
      (“Units”) each Unit consisting of one share
      of
      common stock and warrants to purchase one (1) share of Common Stock of
      AuraSound,
      Inc.
      and
      Hemcure, Inc. (the
      “Company”) may proceed.

    


    This
      Questionnaire should be completed, signed, dated and
      a copy
      should be sent to GP Group, LLC (the “Placement Agent”) via facsimile at (310)
      696-4007 or electronic format (e.g., PDF) to njohnson@geminipartners.net
      and the
      original delivered to GP Group, LLC, 10880 Wilshire Boulevard, Suite 500, Los
      Angeles, California 90024, Attention: Nathan Johnson. Please
      keep a copy for your files.

    


    
      
        
        

      

      
        A-3
          (1)

        
          

        

      

      
        
        

      

    

    
       
ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Limited Partnership understands, however, that the Company may
      present this Questionnaire to such parties as it deems appropriate if called
      upon to establish that the proposed offer and sale of the Units in the Company
      is exempt from registration under the Securities Act of 1933, as amended, or
      meets the requirements of applicable state securities or “blue sky” laws.
      Further, the undersigned
      Limited Partnership understands that the offering required to be reported to
      the
Securities
      and Exchange Commission and to various state securities or “blue sky”
regulators.

    


    
      	I.	
              PLEASE
                CHECK THE STATEMENT BELOW, IF IT APPLIES TO THE
                LP.

            


    

    


    
      	 	
               ̈

            	
              The
                undersigned Limited Partnership: (a) was not formed for the specific
                purpose of acquiring the Units, and
                (b) has total assets in excess of
                $5,000.000.

            


    

    


    II. OTHER
      CERTIFICATIONS

    


    By
      signing the Signature Page, the undersigned certifies that the Limited
      Partnership’s name,
      address of principal office, place of organization and taxpayer identification
      number as set
      forth in
      this Questionnaire are true, correct and complete; and

    


    
      	
              III.

            	
              GENERAL
                INFORMATION

            


    

    


    
      	
            	(a)	
              PROSPECTIVE
                PURCHASER (THE LIMITED PARTNERSHIP)

            


    

     

    
      	Name:	 


    

     

    
      	Principal
              Place of Business: 	 
	 	
              (Number
                and
                Street)

            


    

          

    
      	 
	(City)	
              (State)

            	
              (Zip
                Code)

            


    

     

    
      
        	Address
                for Correspondence (if different):	 
	 	
                (Number
                  and
                  Street)

              


      

           
        
        
          	 
	(City)	
                  (State)

                	
                  (Zip
                    Code)

                


        

         

        
          
            	Telephone
                    Number: 	 
	 	
                        (Area
                      Code)        (Number)

                  


          

            

        

      

    

    
      
        
          	Facsimile
                  Number:	 
	 	
                      (Area
                    Code)        (Number)

                


        

         

          
            	State
                    of
                    Formation:	 	
                  


          

           

          
          

        

      

    

    
      
        	Date
                of
                Formation:	 	
              


      

       

    

    
      
        	Taxpayer
                Identification Number:	 	
              


      

      
         

        
          
            	NASD
                    Affiliation or Association of the Corporation, if any:	 	
                  
	 	 	 
	 	
                    (Number)

                  	 


          

           

          
            
              
              

            

            
              A-3
                (2)

              
                

              

            

            
              
              

            

          

        

      

      
      

      
             

      

    

    If
      none,
      check here  ̈

    


    


    
      
        	
              	(c)	
                INDIVIDUAL
                  WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE LIMITED
                  PARTNERSHIP

              


      

    

    
       

      
        	Name:	 


      

       

      
        
          	Position
                  or Title: 	 	
                


        

         

      

    

    
      	
              IV.
                

            	
              SIGNATURE

            


    

    


    The
      Signature Page to this Questionnaire is contained on page A-3 (4), entitled
      Limited Partnership Signature Page.

     

    
      
        
        

      

      
        A-3
          (3)

        
          

        

      

      
        
        

      

    



    Limited
      Partnership Signature Page

     

    
      
        

      



    HEMCURE,
      INC.

    


    AURASOUND,
      INC.

     

    
      

    

    


    1.  The
      undersigned Corporation represents that (a) the information contained in this
      Questionnaire is complete and accurate and (b) the Corporation will immediately
      notify (i) GP Group, LLC, 10880 Wilshire Boulevard, Suite 500, Los Angeles,
      California 90024, Attention: Nathan Johnson, phone
      number (310) 696-4000, facsimile
      (310) 696-4007 and (ii) Thomas J. Poletti, Esq., counsel to GP Group, LLC,
      at Kirkpatrick & Lockhart Preston Gates Ellis LLP, 10100 Santa Monica Blvd.,
      7th Floor, Los Angeles, California 90067, phone number (310) 552-5000, facsimile
      (310) 552-5001 if any material change in any of the information occurs prior
      to
      the acceptance of the undersigned Corporation’s subscription and will promptly
      send the foregoing written confirmation of such change.

    


    2.  The
      undersigned Limited Partnership hereby represents and warrants that the person
      or entity signing this Questionnaire on behalf of the Limited Partnership has
      been
      duly
      authorized by all requisite action on the part of the Limited
      Partnership to acquire the Shares and to sign this Questionnaire and this
      Agreement on behalf of the
      Limited
      Partnership and, further, that the undersigned Limited Partnership has all
      requisite authority to purchase the Shares and enter into the Units
      Agreement.

    


     

      	 	 	 	 
	
              
Date	 	 	
              
                

              

              Name of Limited Partnership

              (Please Type or Print)

            
	
            	 	 	
            
	 	 	 	 
	 	 	 	
              By:

              
                

              

              Signature

            
	 	 	 	 
	 	 	 	
              Name:

              
                

              

            
	 	 	 	
              (Please
                Type or Print)

            
	 	 	 	 
	 	 	 	
              Title:

              
                

              

              (Please Type
                or Print)

            


    

         

    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH
      SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
      OR
      AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
      SUCH
      SECURITIES IS NOT REQUIRED.

    


    
      
        
        

      

      
        A-3
          (4)