THE SECURITIES REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE
UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
August 28, 2000
Farmingdale, New York
7% SECURED CONVERTIBLE DEBENTURE
HEARING INNOVATIONS INCORPORATED ("Hearing"), a Delaware corporation, for value received,
hereby promises to pay to the Misonix, Inc., a Delaware corporation (the "Holder) at the address set forth on the
signature page hereof or at such other address as the Holder may designate in writing, the principal sum of
$300,000 on August 27, 2002 in lawful money of the United States of America, together with interest thereon
from the date hereof or at the interest rate hereinafter set forth until payment in full of the outstanding principal
balance, in accordance with all the terms of this Debenture. The principal shall be made available to Hearing upon
the execution hereof.
1.1 Definitions. The terms used in this Debenture shall, unless there is something in the subject matter or the
context inconsistent therewith, have the following meanings:
(a) "Accumulated Debt" at any time means the aggregate of the Loan Amount plus all interest accrued thereon at
the time minus all amounts in respect thereof paid by Hearing to the Holder.
(b) "Business Day" means a day (other than a Saturday or a Sunday) on which banks are generally open for
business in Farmingdale, New York.
(c) "Closing Date" means August 28, 2000 or such other date as Hearing and the Holder agree as the date for
the execution and delivery of this Debenture.
(d) "Common Shares" means fully paid and non-assessable common shares with a par value of $.0005 per share
(e) "Consolidation Event" means any reduction i