EXHIBIT 10.28

                            Form of convertible note

THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  APPLICABLE  STATE  SECURITIES  LAWS,  AND MAY NOT BE SOLD,  DISTRIBUTED,
ASSIGNED,  OFFERED,  PLEDGED OR  OTHERWISE  TRANSFERRED  UNLESS  (A) THERE IS AN
EFFECTIVE  REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS COVERING ANY SUCH  TRANSACTION,  (B) THE TRANSFER IS MADE IN ACCORANCE WITH
RULE 144 UNDER SUCH ACT, (C) THE  BORROWER  RECEIVES AN OPINION OF LEGAL COUNSEL
FOR THE HOLDER OF THE NOTE  (CONCURRED  IN BY LEGAL  COUNSEL  FOR THE  BORROWER)
STATING THAT SUCH TRANSACTION IS EXEMPT FROM  REGISTRATION,  OR (D) THE BORROWER
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


                           CONVERTIBLE PROMISSORY NOTE

Principal Amount: $____________                              Spokane, Washington
Interest Rate: 10%                                                 July 24, 2003

     FOR VALUE  RECEIVED,  the  undersigned,  AURA  SYSTEMS,  INC.,  a  Delaware
corporation   ("Borrower"),   hereby   promises   to  pay  to   the   order   of
_________________, a Delaware limited partnership ("Lender"), at such places and
times and under the terms and conditions set forth below,  the lesser of (i) the
maximum  principal amount of this Convertible  Promissory Note (this "Note") set
forth above and (ii) the aggregate principal amount advanced by Lender from time
to time under this Note,  together with  interest  thereon and any other amounts
set forth herein.

     1. Principal  Payments.  The entire principal balance of this Note shall be
due and payable on October 24, 2003; provided, however, that if Borrower has not
received at least Two Million Dollars  ($2,000,000)  debt or equity financing by
such date, then the entire  principal  balance of this Note instead shall be due
and payable on January 24, 2004; provided,  further,  however,  that if Borrower
has still not  received at least Two  Million  Dollars  ($2,000,000)  of debt or
equity  financing by such date, then the entire  principal  balance of this Note
instead shall be due and payable upon demand (the "Maturity Date").

     2. Interest Rate and Payment.  The  outstanding  principal  balance of this
Note shall accrue  interest at the rate of ten percent (10%) per annum.  Accrued
interest under this Note shall be due and payable on the Maturity Date.

     3.  Prepayment.  In light of the  conversion  feature  of this  Note and to
protect  Lender's  right of conversion  hereunder,  Borrower  shall not have the
right to prepay  the  outstanding  principal  balance  of this  Note or  accrued
interest  thereon,  in whole or in part,  prior to the Maturity Date without the
prior written consent of Lender.

     4. Collection Costs Borne by Borrower. Borrower agrees to pay all costs and
expenses,  including without limitation  reasonable attorneys' fees, incurred by
Lender in enforcing the terms of this Note or in collecting this Note, including
without limitation in any out-of-court  workout, any court action, any appeal or
any bankruptcy proceeding.

     5. Late Charge.  If any payment of  principal  or interest  under this Note
shall not be made  within five (5) days after the due date,  Borrower  agrees to
pay interest  (after as well as before  judgment) at a rate of five percent (5%)
per annum above the rate of interest  which would  otherwise  have been  payable
under  this Note or the  maximum  rate of  interest  permitted  to be charged by
applicable law, whichever is less.

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

     7. Intended  Beneficiaries.  Nothing in this Note,  express or implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective permitted successors and assigns any rights, remedies, obligations or
liabilities  under or by reason of this Note,  except as  expressly  provided in
this Note.

     8.  Severability.  If any part of this Note is  determined to be illegal or
unenforceable, all other parts shall remain in full force and effect.

     9.  Conversion of Note. In the event Borrower  completes any debt or equity
financing after the date hereof,  then at the option of Lender,  the outstanding
principal balance of this Note and all accrued interest or other amounts payable
under this Note,  at any time prior to payment  thereof,  may be  converted,  in
whole or in part,  into the debt or equity  securities or instruments  issued in
any such  financing on the best terms  offered to any lender or investor in such
financing,  but with a twenty  percent  (20%)  discount  in price from such best
terms.  In the event Borrower  completes more than one debt or equity  financing
after the date hereof,  then such right of  conversion  shall apply to each such
financing.  Borrower  shall  give  Lender  prompt  written  advance of each such
financing. Lender may exercise such conversion right by providing written notice
of exercise to Borrower,  together with delivery of this Note to the Company for
surrender. In the event of any stock splits, stock dividends,  recapitalizations
or  similar  events  after the date of such  financing  but prior to the date of
conversion,  then the number and kind of debt or equity securities issuable upon
conversion shall be appropriately  adjusted.  Such conversion shall be effective
immediately  upon  giving  such  notice  and as of such date  Borrower  shall be
treated for all purposes as the holder of the shares  issuable upon  conversion.
As soon as practicable after such conversion,  Borrower,  at its expense,  shall
cause to be issued  in the name of and  delivered  to Lender  the debt or equity
securities  or   instruments  to  which  Lender  shall  be  entitled  upon  such
conversion.  Upon a  partial  conversion  of  this  Note,  this  Note  shall  be
surrendered  by  Lender  and  replaced  with a new  Note of like  tenor  for the
remaining  balance of the Note  surrendered.  The new Note shall be delivered to
Lender as soon as  practicable  after such  partial  conversion.  No  fractional
shares of stock shall be issued upon such conversion.  If upon such conversion a
fractional  share  results,  the number of shares to be issued  upon  conversion
shall be rounded upwards or downwards to the nearest whole number.

     10.   Representations  of  Lender.  By  acceptance  of  this  Note,  Lender
represents to Borrower that Lender is an  "accredited  investor" as such term is
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), and that this Note and any securities  issuable upon any
conversion  thereof  are being  acquired  for  Lender's  own account and for the
purpose of investment  and not with a view to, or for sale in  connection  with,
the distribution of the same, nor with any present  intention of distributing or
selling the same.

     11. No Shareholder Rights. This Note shall not entitle Lender to any voting
rights or any other rights as a shareholder  of Borrower until any conversion of
this Note.

     12. Security.  This Note, together with other Convertible  Promissory Notes
executed  by   Borrower  in  favor  of  Lender  and   __________________________
(collectively,  the "Affiliated Lenders"),  shall be secured by a first-priority
security  interest  in tangible  and  intangible  personal  property of Borrower
pursuant to a Security  Agreement  being  executed by  Borrower  (the  "Security
Agreement").

     13.  Defaults.  Each of the following shall constitute a default under this
Note (a "Default"):

          (a)  Failure by  Borrower  to make any  payment due under this Note or
     under  any other  agreement  with the  Affiliated  Lenders  when  due;  any
     representation  or  warranty  by  Borrower  under  this  Note or any  other
     agreement with the  Affiliated  Lenders shall be false or inaccurate in any
     material  respect  when made;  or failure by  Borrower  to comply  with the
     provisions  of any other  covenant,  obligation or term of this Note or any
     other agreement with the Affiliated Lenders;

          (b)  Failure by  Borrower  to pay when due any other  indebtedness  or
     obligations  in excess of fifty  thousand  dollars  ($50,000)  which  shall
     continue  after the  applicable  grace  period,  if any,  specified  in the
     agreement relating to such indebtedness or obligation;  failure by Borrower
     to comply with the provisions of any other covenant,  obligation or term of
     any  agreement  relating to such  indebtedness  or  obligation  which shall
     continue  after the  applicable  grace  period,  if any,  specified in such
     agreement  if the effect of such  failure is to  accelerate,  or permit the
     acceleration  of, the due date of such  indebtedness or obligation;  or any
     such indebtedness or obligation shall be declared to be due and payable, or
     required to be prepaid, prior to the stated maturity date thereof;

          (c) Borrower makes a general  assignment for the benefit of creditors,
     files a petition in  bankruptcy,  is  adjudicated  insolvent  or  bankrupt,
     petitions  to any court for a  receiver  or  trustee  for  Borrower  or any
     substantial part of its property,  commences any proceeding relating to the
     arrangement,   readjustment,   reorganization   or  liquidation  under  any
     bankruptcy or similar laws;  there is commenced  against  Borrower any such
     proceedings  which remain  undismissed  for a period of sixty (60) days; or
     Borrower  by any act  indicates  its  consent or  acquiescence  in any such
     proceeding or the appointment of any such trustee or receiver; or



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          (d) Lender shall fail to have a valid,  perfected  and  first-priority
     security  interest  in any  of  the  collateral  covered  by  the  Security
     Agreement.

     14.  Acceleration;  No  Exclusive  Remedy.  Upon any  Default  set forth in
Section 13(c) above,  all principal,  interest and other amounts owing hereunder
automatically shall become immediately due and payable.  Upon any other Default,
Lender may declare, by written notice to Borrower,  that all principal,  accrued
interest and other amounts owing  hereunder shall be immediately due and payable
to Lender.  Notwithstanding  anything to the  contrary  herein,  Lender shall be
entitled  to any and all  remedies  available  to it in the  event of a  Default
hereunder  and Lender's  pursuance of any  particular  remedy shall not preclude
Lender from seeking any other remedies available to it at law or in equity.

     15. Notices. Any notice under this Note shall be given in writing and shall
be addressed to the party to be notified at the address  indicated  below, or at
such other  address as such party may  designate by written  notice to the other
party.

                  Aura Systems, Inc.
                  2335 Alaska Avenue
                  El Segundo, CA  90245
                  Attn:
                  Fax:


                  c/o ICM Asset Management, Inc.
                  601 West Main Avenue, Suite 600
                  Spokane WA, 99201
                  Attn: Robert Law, Esq.
                  Tel:     (509) 455-3588
                  Fax:     (509) 444-4500

     16. Miscellaneous.

          (a) No delay or omission on the part of Lender in exercising any right
     under  this Note  shall  operate  as a waiver of such right or of any other
     right under this Note.

          (b) Borrower hereby waives presentation for payment, demand, notice of
     demand and of dishonor and non-payment of this Note,  protest and notice of
     protest,  diligence  in  collecting,  and the  bringing of suit against any
     other party. The pleading of any statute of limitations as a defense to any
     demand against the Borrower, any endorsers, guarantors and sureties of this
     Note is  expressly  waived by each and all of such  parties  to the  extent
     permitted by law. Time is of the essence under this Note.

          (c) Any payment hereunder shall first be applied to any enforcement or
     collections  costs, then against accrued interest or late charges hereunder
     and then against the outstanding principal balance hereof.

          (d) All  payments  under  this  Note  shall be made  without  set-off,
     deduction or counterclaim.

          (e) Borrower and Lender intend to comply at all times with  applicable
     usury laws. If at any time such laws would render  usurious any amounts due
     under this Note under  applicable  law, then it is Borrower's  and Lender's
     express  intention  that  Borrower  not be required to pay interest on this
     Note at a rate in excess of the maximum lawful rate, that the provisions of
     this section shall control over all other provisions of this Note which may
     be in  apparent  conflict  hereunder,  that  such  excess  amount  shall be
     immediately  credited  to the  principal  balance  of  this  Note,  and the
     provisions hereof shall immediately be reformed and the amounts  thereafter
     decreased, so as to comply with the then applicable usury law, but so as to
     permit the recovery of the fullest amount otherwise due under this Note.

          (f) This Note may be  transferred or assigned by Lender in whole or in
     part if, on Borrower's  reasonable  request,  Lender provides an opinion of
     counsel  reasonably  satisfactory  to Borrower  that such transfer does not
     require  registration  under the  Securities  Act of 1933, as amended,  and
     applicable  state  securities law, except that this Note may be transferred
     by a Lender  which is a  partnership  or  limited  liability  company  to a
     partner,  former partner,  member, former member or other affiliate of such
     partner  or  limited  liability  company,  as the case may be,  if  (i) the
     transferee  agrees in  writing  to be subject to the terms of this Note and
     (ii) Lender  delivers  notice of such transfer to Borrower.  Any rights and
     obligations  of Borrower  and Lender  under this Note shall be binding upon
     and inure to the benefit of their respective permitted successors, assigns,
     heirs, administrators and transferees.

          (g) If at any  time  the  number  of  authorized  unissued  shares  of
     Borrower  shall not be  sufficient  to effect the  conversion of this Note,
     Borrower  will  take all  such  corporate  action  as may be  necessary  to
     increase its  authorized  but  unissued  shares to such number of shares as
     shall be sufficient for such purpose.

          (h) Any term of this Note may be  amended  and the  observance  of any
     term of this  Note  may be  waived  (either  generally  or in a  particular
     instance and either  retroactively or prospectively)  only with the written
     consent of Borrower  and Lender in the case of an  amendment  and only with
     the written consent of the waiving party in the case of a waiver.

          (i) All shares  issued upon  conversion  of this Note shall be validly
     issued, fully paid and non-assessable, and Borrower shall pay all taxes and
     other  governmental  charges that may be imposed in respect of the issue or
     delivery thereof. Borrower shall not be required to pay any transfer tax or
     other similar  charge imposed in connection  with any transfer  involved in
     the  issuance  of any  certificate  for shares of Common  Stock in any name
     other than that of Lender.

          (j)  Borrower   will  not,  by  amendment   of  its   Certificate   of
     Incorporation or Bylaws, or through reorganization,  consolidation, merger,
     dissolution,  issue or sale of  securities,  sale of  assets  or any  other
     voluntary  action,  avoid or seek to avoid the observance or performance of
     any of the terms of this Note,  but will at all times in good faith  assist
     in the  carrying out of all such terms and in the taking of all such action
     as may be necessary or appropriate in order to protect the rights of Lender
     under this Note against impairment.  Without limiting the generality of the
     foregoing,  Borrower  (i) will  not increase the par value of any shares of
     Common Stock issuable upon conversion of this Note above the amount payable
     therefore upon such exercise,  and (ii) will take all such action as may be
     necessary  or  appropriate  in order that  Borrower may validly and legally
     issue fully paid and non-assessable shares upon conversion of this Note.





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     ORAL  AGREEMENTS OR ORAL  COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT,  OR TO
     FORBEAR  FROM  ENFORCING  REPAYMENT  OF A DEBT  ARE NOT  ENFORCEABLE  UNDER
     WASHINGTON LAW.

          IN WITNESS WHEREOF,  the Borrower has caused this Note to be signed in
     its  corporate  name by its duly  authorized  officer and dated the day and
     year first above written.


                                    AURA SYSTEMS, INC.

                                    By:    /s/ Neal F. Meehan
                                    Name:  Neal F. Meehan
                                    Title: Chairman & Chief Executive Officer