EXHIBIT 10.1

                              PARENT COMPANY AGREEMENT

                   THIS PARENT COMPANY AGREEMENT, dated as of November 30, 1998,
by and among AURA SYSTEMS, INC., a Delaware corporation ("Aura"),  NEWCOM, INC.,
a Delaware  corporation  (the  "Company"),  and the holders of Common Shares (as
defined below) named on the signature pages hereto (the "Original Holders").

                                W I T N E S S E T H:

                   WHEREAS,  pursuant  to the several  Subscription  Agreements,
each dated as of November 30, 1998,  by and between the Company and the Original
Holders (the "Subscription Agreements"),  the Company has agreed, upon the terms
and subject to the conditions of the  Subscription  Agreements,  to issue to the
Original  Holders,  and the Original  Holders  have agreed to purchase  from the
Company,  shares (the  "Common  Shares") of Common  Stock,  $.001 par value (the
"Common  Stock"),  of the Company and in  connection  therewith  the Company has
agreed  to issue  certain  Repricing  Rights  (as  defined  in the  Subscription
Agreements) and Common Stock Purchase  Warrants (the "Warrants") to the Original
Holders;

                   WHEREAS, Aura beneficially owns a majority of the
outstanding Common Stock of the Company; and 

                   WHEREAS,   as  a  condition   precedent  to  the   respective
obligations  of the Original  Holders to purchase the Common  Shares and acquire
the  Repricing  Rights  and the  Warrants,  the  Original  Holders  require  the
execution and delivery of this Agreement by Aura and the Company;

                   NOW  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                   1.   Definitions.  (a) The following terms shall have the
following meanings (such meanings to be equally applicable to both
the singular and plural forms of the terms defined):

                   "Aura  Affiliate" means any Aura Transferee or any Affiliate,
officer, director, security holder or lender of Aura or any Aura Transferee.

                   "Aura  Transferee"  means  any  Person  to whom  any  Company
Obligations are sold, transferred, assigned or pledged.

                   "Company  Obligations"  means  (i)  all  Indebtedness  of the
Company,  whether now  existing or hereafter  created,  owed to Aura or any Aura
Affiliate,  including  without  limitation the Company's  promissory note, dated
September 17, 1998,  due to Aura in the  principal  amount of  $17,000,000  (the
"Existing Note") and (ii) all other financial obligations and liabilities of the
Company,  whether now  existing or hereafter  created,  owed to Aura or any Aura
Affiliate.

                   "Holders" means the Original Holders and each other holder of
Repricing Rights and Warrants.

                   "Indebtedness"  as used in  reference to any Person means all
indebtedness of such Person for borrowed money,  the deferred  purchase price of
property,  goods and services and obligations under leases which are required to
be capitalized in accordance with generally accepted  accounting  principles and
shall include all such  indebtedness  guaranteed in any manner by such Person or
in effect  guaranteed by such Person through a contingent  agreement to purchase
and all  indebtedness  for the  payment or  purchase  of which  such  Person has
contingently  agreed to advance or supply funds and all indebtedness  secured by
mortgage or other lien upon property owned by such Person,  although such Person
has not assumed or become liable for the payment of such indebtedness,  and, for
all purposes hereof,  such  indebtedness  shall be treated as though it has been
assumed by such Person.

                   "Net Operating  Cashflow"  means for any period the lesser of
(i) the Company's earnings before interest, taxes, depreciation and amortization
(EBITDA) and (ii) the Company's  cash flow from  operating  activities,  in each
case as determined in accordance with generally accepted accounting  principles,
as  consistently  applied by the  Company in  preparing  its  audited  financial
statements.

                   (b) Capitalized  terms defined in the introductory  paragraph
or the recitals to this  Agreement  shall have the respective  meanings  therein
provided.  Capitalized  terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Subscription Agreements.

                   2. Payment of Company Obligations. (a) Except as permitted by
Section 2(b),  Aura and the Company  agree that during the period  commencing on
the date hereof and ending on the 545th day after the date  hereof,  the Company
may only pay  Company  Obligations  due to Aura or any Aura  Affiliate  from the
Company's Net  Operating  Cashflow,  if any, in any calendar  month and no other
source of funds may be used by the  Company  to pay  Company  Obligations.  Aura
agrees that it will not accelerate,  commence any legal action or take any other
action to compel  payment  by the  Company  of any  Company  Obligations  if the
Company's failure to pay any amount of Company Obligations when due results from
insufficient  Net  Operating  Cashflow  in any  calendar  month.  After the date
hereof, Aura shall not transfer, assign or pledge any Company Obligations unless
each such Aura  Transferee  agrees in  writing  to be bound by this  Section  2.
Within two Business Days after the end of each calendar month while this Section
2(a) is  applicable,  the  Company  shall  deliver to each  Holder a  compliance
certificate in the form of Exhibit A attached hereto.

                   (b)  Notwithstanding the restrictions in Section 2(a), if the
Company  receives  net  proceeds  from  (i)  a  secured,   non-convertible  debt
refinancing by a third party  institutional  lender after  deducting all amounts
required to pay off the Indebtedness being refinanced,  up to $3,000,000 of such
proceeds  may  be  used  to  pay  Company  Obligations  or  (ii)  an  unsecured,
non-convertible  debt  refinancing by a third party  institutional  lender after
deducting all amounts required to pay off the Indebtedness being refinanced, all
of such proceeds may be used to pay Company Obligations.

                   3. Proposed  Issuance of Convertible  Notes.  The Company and
Aura have advised the Original Holders that up to $3,000,000 principal amount of
outstanding Indebtedness of the Company owed to Aura represented by the Existing
Note, is proposed to be canceled and exchanged for new  promissory  notes of the
Company (the  "Convertible  Notes") in the same  principal  amount which will be
convertible  into Common Stock.  The Company and Aura agree that the Convertible
Notes (i) will not have a principal  amount in excess of  $3,000,000,  (ii) will
bear  interest  at a rate  not to  exceed  10%  per  annum  and  (iii)  will  be
convertible at a conversion  price of not less than $5.00 of principal amount of
such Convertible Note for each share of Common Stock.

                   4. Sales of Common Stock. The Company may register for resale
under the 1933 Act up to  3,000,000  shares of Common  Stock held by Aura.  Aura
agrees that during the period  commencing on the date hereof and ending one year
after the date hereof (regardless of the number of shares  beneficially owned at
any time by Aura),  Aura will not sell such shares pursuant to the  registration
statement filed in connection with such  registration  unless each such sale (i)
is at a price of at least $6.00 per share and (ii) is made in blocks of at least
100,000 shares.

                   5. Equitable Adjustments.  All amounts with respect to shares
of Common Stock stated in dollars and numbers of shares in Section 3 and Section
4 shall  be  subject  to  equitable  adjustments  from  time  to  time on  terms
reasonably  acceptable  to  the  Holders  for  stock  splits,  stock  dividends,
combinations, recapitalizations,  reclassifications and similar events occurring
after the date hereof.

                   6.  Representations  and  Warranties.  Aura  and the  Company
hereby  jointly and  severally  represent and warrant to, and covenant and agree
with, the Holders as follows:

                 .c.(a) Organization and Authority;.  Aura is a corporation duly
organized and validly existing under the laws of Delaware, and has all requisite
corporate  power and authority to (i) own,  lease and operate its properties and
to carry on its business as now being  conducted,  and (ii) to execute,  deliver
and  perform  its  obligations  under  this  Agreement  and  to  consummate  the
transactions contemplated hereby.

                   .c.(b) Parent Company Agreement. This Agreement has been duly
and validly  authorized,  executed and delivered by Aura and this Agreement is a
valid and binding  obligation of Aura  enforceable in accordance with its terms,
subject as to enforceability to general  principles of equity and to bankruptcy,
insolvency,  moratorium  and other  similar laws  affecting the  enforcement  of
creditors' rights generally.

                   .c.(c) Non-contravention;. The execution and delivery by Aura
of this Agreement and the consummation by Aura of the transactions  contemplated
by this Agreement,  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 terms of the
Certificate of Incorporation or by-laws of Aura, (ii) conflict with or result in
a breach  by Aura or the  Company  of any of the  terms  or  provisions  of,  or
constitute  a  default  under,  or  result  in  the   modification,   amendment,
termination or cancellation  of, result in the acceleration of any obligation of
Aura or the Company under,  or result in the creation or imposition of any lien,
security interest, charge or encumbrance upon any of the properties or assets of
Aura or the Company pursuant to, any indenture, mortgage, deed of trust or other
agreement or instrument to which Aura or the Company is a party or by which Aura
or the  Company  or any of their  respective  properties  or  assets is bound or
affected,  or (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  Aura  or the  Company  or any  of  their  respective
properties or assets.

                   .c.(d) Approvals;. No authorization,  approval or consent of,
or filing with, any court, governmental body, regulatory agency, self-regulatory
organization,  or stock exchange or market or the security holders of or lenders
to Aura, or any other third party, is required to be obtained or made by Aura or
the Company for the execution,  delivery and performance by Aura and the Company
of this  Agreement  and by the Company of the  Subscription  Agreements  and the
other agreements, transactions and instruments contemplated hereby and thereby.

                   .c.(e) Absence of Certain  Changes;  Liabilities;.  Except as
disclosed  in the SEC  Reports,  since  February  28,  1998,  there  has been no
material  adverse  change and no material  adverse  development in the business,
properties, operations, condition (financial or other), results of operations or
prospects of the Company.  Except as and to the extent  disclosed,  reflected or
reserved  against  in the  financial  statements  of the  Company  and the notes
thereto included in the SEC Reports,  the Company has no material  (individually
or in the aggregate)  liabilities,  debts or obligations  (including guaranties)
whether accrued, absolute, contingent or otherwise, and whether due or to become
due,  including without  limitation any such liabilities or obligations to Aura,
any of its officers,  directors,  security  holders,  or lenders or any of their
respective  Affiliates.  Subsequent  to February 28,  1998,  the Company has not
incurred any  liabilities,  debts or obligations of any nature  whatsoever which
are  individually  or in the aggregate  material to the Company other than those
incurred in the ordinary course of its business or disclosed in the SEC Reports.
As of November 30, 1998, the aggregate amount of outstanding Indebtedness of the
Company owed to Aura and Aura Affiliates is $19,099,256.26.

                   7. Term.  This Agreement  shall become  effective on the date
hereof and shall  continue in full force and effect  until the Holders no longer
beneficially own any Securities.

                 .c.8. MISCELLANEOUS;.

                   .c.(a) Governing Law;.  This Agreement shall be governed by
and interpreted in accordance with the laws of the State of California.

                   .c.(b)  Counterparts;.  This  Agreement  may be  executed  in
counterparts  and by the parties hereto on separate  counterparts,  all of which
together shall constitute one and the same instrument.  A facsimile transmission
of this Agreement bearing a signature on behalf of a party hereto shall be legal
and binding on such party.

                   .c.(c) Headings, etc.; The headings,  captions and footers of
this  Agreement are for  convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement.

                   .c.(d)  Severability;.  If any  provision  of this  Agreement
shall be  invalid or  unenforceable  in any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other jurisdiction.

                   .c.(e)  Amendments;.  No  amendment,   modification,  waiver,
discharge or  termination  of any provision of this Agreement nor consent to any
departure by the Holders,  Aura or the Company  therefrom  shall in any event be
effective  unless  the same  shall be in  writing  and signed by the party to be
charged  with  enforcement,  and then shall be  effective  only in the  specific
instance and for the purpose for which given; provided,  however, this Agreement
may be amended on behalf of the  Holders  by  written  consent of those  Holders
holding a majority of both the outstanding Shares and the outstanding  Repricing
Rights.  No course of dealing  between the parties  hereto  shall  operate as an
amendment of this Agreement.

                   .c.(f)  Waivers;.  Failure of any party to exercise any right
or remedy under this  Agreement or otherwise,  or delay by a party in exercising
such right or remedy,  or any course of dealings between the parties,  shall not
operate as a waiver  thereof  or an  amendment  hereof,  nor shall any single or
partial   exercise  of  any  such  right  or  power,   or  any   abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or exercise of any other right or power.

                   .c.(g)  Notices;.  Any notices  required or  permitted  to be
given under the terms of this  Agreement  shall be delivered  personally  (which
shall  include   telephone   line  facsimile   transmission   with  answer  back
confirmation)  or by courier and shall be effective  upon receipt,  if delivered
personally or by courier, in the case of the Company addressed to the Company at
its address shown in the introductory paragraph of the Subscription  Agreements,
Attention: Chief Executive Officer (telephone line facsimile transmission number
(818) 597-1002), in the case of Aura addressed to Aura at 2335 Alaska Avenue, El
Segundo,  California 90245,  Attention:  Chief Financial Officer (telephone line
facsimile  transmission  number (310) 643-8719) or, in the case of each Original
Holder, at its address or telephone line facsimile  transmission number shown on
the signature page of this Agreement or, in the case of any Holder who is not an
Original  Holder,  to such address as such Holder shall have provided in writing
to the  Company  and Aura for such  purpose  or, in each such  case,  such other
address or telephone  line facsimile  transmission  number as a party shall have
provided by notice to the other parties in accordance with this provision.

                   .c.(h) Assignment;. Each Original Holder shall have the right
to assign its rights and  obligations  under this Agreement to any party to whom
it assigns its rights  under its  Subscription  Agreement.  Each Holder shall be
entitled  to  the  rights  and  benefits  of the  Original  Holders  under  this
Agreement.

                   .c.(i)  Survival  of  Representations  and  Warranties;.  The
respective representations, warranties, covenants and agreements of Aura and the
Company  contained  in  this  Agreement  or  made  by  or  on  behalf  of  them,
respectively,  pursuant to this Agreement  shall survive the delivery of payment
for the Initial Shares pursuant to the Subscription  Agreements and shall remain
in full force and effect regardless of any investigation made by or on behalf of
them or any Person controlling or advising any of them.

                   .c.(j) Entire Agreement;. This Agreement and the Subscription
Agreements and the agreements and instruments contemplated thereby set forth the
entire  agreement  between the parties hereto with respect to the subject matter
hereof and supersede all prior agreements and understandings, whether written or
oral, with respect thereto.



<PAGE>



                   IN WITNESS WHEREOF,  this Agreement has been duly executed by
the  parties  hereto  by their  respective  officers  or  other  representatives
thereunto duly authorized as of the date first set forth above.

                                         AURA SYSTEMS, INC.



                                            By:______________________________   
                                               Name:
                                               Title:


                                         Newcom, INC.



                                            By:______________________________   
                                               Name:
                                               Title:


                                         [ORIGINAL HOLDERS]



                                            By:______________________________   
                                               Name:
                                               Title:

                                               Address:






                                               Facsimile No.:  




<PAGE>


                                     Exhibit A


                                    NEWCOM, INC. 
                               COMPLIANCE CERTIFICATE

TO:           The Holders 

                   Pursuant  to  the  Parent  Company  Agreement,  dated  as  of
November 30, 1998, by and among NewCom, Inc. (the "Company"), Aura Systems, Inc.
("Aura") and the holders of Common  Shares named therein (the  "Agreement";  all
capitalized terms used herein without definition have the meanings given to them
in the Agreement),  the undersigned  Chief Executive  Officer or Chief Financial
Officer of the Company hereby certifies as follows:

         (1) As of the last  day of the  month of  __________  (the  "Designated
Month"),  _____ [INSERT  YEAR],  the  aggregate  amount of  outstanding  Company
Obligations is $____________;

         (2)  During  the  Designated   Month,  the  Company  paid  a  total  of
$__________ of Company Obligations; and

         (3) The Company is in compliance with its  obligations  under Section 2
of the Agreement  and knows of no reason why it will not be in  compliance  with
Section 2 for the month following the Designated Month.


Dated:                                                               
                                          Name:
                                          Title: