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.
November 7, 2000
5.1% SECURED CONVERTIBLE DEBENTURE
FOCUS SURGERY, INC. ("Focus"), a Delaware corporation, for value received, hereby promises to pay to
Misonix, Inc., a New York corporation (the "Holder) at the address set forth in Section 9.2(b) hereof or at such
other address as the Holder may designate in writing, the principal sum of $300,000 on December 22, 2002 in
lawful money of the United States of America, together with interest thereon from the date on the amount of the
principal amount outstanding from time to time 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 Focus in three installments of $100,000 each, the first within two Business Days after the execution
hereof, the second on or before November 24, 2000 and the third on or before December 22, 2000.
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 Focus 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 New York, New York.
(c) "Closing Date" means November 7, 2000 or such other date as Focus agrees as the date for the execution
and delivery of this Debenture.