SECURITY AGREEMENT

            THIS AGREEMENT, dated as of December 29, 2006, is made by and
between MISONIX, INC., a New York corporation (the "Debtor"), and Wells Fargo
Bank, National Association (the "Secured Party"), acting through its Wells Fargo
Business Credit operating division.

            Pursuant to a Credit and Security Agreement of even date herewith
(as the same may be amended, supplemented or restated from time to time, the
"Credit Agreement"), the Secured Party may extend credit accommodations to
Acoustic Marketing Research, Inc. d/b/a Sonora Medical Systems, a Colorado
corporation, MISONIX, INC., a New York corporation, and Hearing Innovations
Incorporated, a Delaware corporation (collectively, the "Borrower").

            As a condition to extending credit to the Borrower, the Secured
Party has required the execution and delivery of the Debtor's Guaranty of even
date herewith, guaranteeing the payment and performance of all obligations of
the Borrower arising under or pursuant to the Credit Agreement (the "Guaranty").

            As a further condition to extending credit to the Borrower under the
Credit Agreement, the Secured Party has required the execution and delivery of
this Agreement by the Debtor.

            ACCORDINGLY, in consideration of the mutual covenants contained in
the Credit Agreement, the Guaranty and herein, the parties hereby agree as
follows:

            1.    Definitions. All terms defined in the recitals hereto and the
Credit Agreement that are not otherwise defined herein shall have the meanings
given them in the recitals and the Credit Agreement. All terms defined in the
UCC and not otherwise defined herein have the meanings assigned to them in the
UCC. In addition, the following terms have the meanings set forth below or in
the referenced Section of this Agreement:

            "Accounts" means all of the Debtor's accounts, as such term is
      defined in the UCC, including each and every right of the Debtor to the
      payment of money, whether such right to payment now exists or hereafter
      arises, whether such right to payment arises out of a sale, lease or other
      disposition of goods or other property, out of a rendering of services,
      out of a loan, out of the overpayment of taxes or other liabilities, or
      otherwise arises under any contract or agreement, whether such right to
      payment is created, generated or earned by the Debtor or by some other
      Person who subsequently transfers such Person's interest to the Debtor,
      whether such right to payment is or is not already earned by performance,
      and howsoever such right to payment may be evidenced, together with all
      other rights and interests (including all Liens) which the Debtor may at
      any time have by law or agreement against any account debtor or other
      obligor obligated to make any such payment or against any property of such
      account debtor or other obligor; all including but not limited to all
      present and future accounts, contract rights, loans and obligations
      receivable, chattel papers, bonds, notes and other debt instruments, tax
      refunds and rights to payment in the nature of general intangibles.




            "Collateral" means, whether now owned or existing or hereafter
      acquired or arising or in which the Debtor now has or hereafter acquires
      any rights, all of the Debtor's Accounts, chattel paper, deposit accounts,
      documents, Equipment, General Intangibles, goods, instruments, Inventory,
      Investment Property, letter-of-credit rights, letters of credit, all sums
      on deposit in any Collateral Account, and any items in any Lockbox;
      together with (i) all substitutions and replacements for and products of
      any of the foregoing; (ii) in the case of all goods, all accessions; (iii)
      all accessories, attachments, parts, equipment and repairs now or
      hereafter attached or affixed to or used in connection with any goods;
      (iv) all warehouse receipts, bills of lading and other documents of title
      now or hereafter covering such goods; (v) all collateral subject to the
      Lien of the Secured Party; (vi) any money, or other assets of the Debtor
      that now or hereafter come into the possession, custody, or control of the
      Secured Party; and (vii) proceeds of any and all of the foregoing.

            "Equipment" means all of the Debtor's equipment, as such term is
      defined in the UCC, whether now owned or hereafter acquired, including but
      not limited to all present and future machinery, vehicles, furniture,
      fixtures, manufacturing equipment, shop equipment, office and
      recordkeeping equipment, parts, tools, supplies, and including
      specifically the goods described in any equipment schedule or list
      herewith or hereafter furnished to the Secured Party by the Debtor.

            "Event of Default" has the meaning given in Section 6.

            "General Intangibles" means all of the Debtor's general intangibles,
      as such term is defined in the UCC, whether now owned or hereafter
      acquired, including all present and future Intellectual Property Rights,
      customer or supplier lists and contracts, manuals, operating instructions,
      permits, franchises, the right to use the Debtor's name, and the goodwill
      of the Debtor's business.

            "Indebtedness" is used herein in its most comprehensive sense and
      means any and all advances, debts, obligations and liabilities of the
      Borrower to the Secured Party, heretofore, now or hereafter made, incurred
      or created, whether voluntary or involuntary and however arising, whether
      due or not due, absolute or contingent, liquidated or unliquidated,
      determined or undetermined, including under any swap, derivative, foreign
      exchange, hedge, deposit, treasury management or other similar transaction
      or arrangement at any time entered into by the Borrower with the Secured
      Party, and whether the Borrower may be liable individually or jointly with
      others, or whether recovery upon such Indebtedness may be or hereafter
      becomes unenforceable.

            "Intellectual Property Rights" means all actual or prospective
      rights arising in connection with any intellectual property or other
      proprietary rights, including all rights arising in connection with
      copyrights, patents, service marks, trade dress, trade secrets,
      trademarks, trade names or mask works.

            "Inventory" means all of the Debtor's inventory, as such term is
      defined in the UCC, whether now owned or hereafter acquired, whether
      consisting of whole goods, spare parts or components, supplies or
      materials, whether acquired, held or furnished for


Security Agreement (Guarantor)       -2-



      sale, for lease or under service contracts or for manufacture or
      processing, and wherever located.

            "Investment Property" means all of the Debtor's investment property,
      as such term is defined in the UCC, whether now owned or hereafter
      acquired, including but not limited to all securities, security
      entitlements, securities accounts, commodity contracts, commodity
      accounts, stocks, bonds, mutual fund shares, money market shares and
      securities issued by the government of the United States.

            "Lien" means any security interest, mortgage, deed of trust, pledge,
      lien, charge, encumbrance, title retention agreement or analogous
      instrument or device, including the interest of each lessor under any
      capitalized lease and the interest of any bondsman under any payment or
      performance bond, in, of or on any assets or properties of a Person,
      whether now owned or hereafter acquired and whether arising by agreement
      or operation of law.

            "Permitted Liens" means (i) the Security Interest, (ii) covenants,
      restrictions, rights, easements and minor irregularities in title which do
      not materially interfere with the Debtor's business or operations as
      presently conducted, (iii) Liens in existence on the date hereof and
      described on Exhibit C hereto, and (iv) purchase money Liens relating to
      the acquisition of machinery and equipment of the Borrowers not exceeding
      the lesser of cost or fair market value thereof and so long as no Default
      Period is then in existence and none would exist immediately after such
      acquisition.

            "Security Interest" has the meaning given in Section 2.

            "UCC" means the Uniform Commercial Code as in effect from time to
      time in the State of New York.

            2.    Security Interest. The Debtor hereby grants the Secured Party
a security interest (the "Security Interest") in the Collateral to secure
payment of the Indebtedness.

            3.    Representations, Warranties and Agreements. The Debtor hereby
represents, warrants and agrees as follows:

            (a)   TITLE. The Debtor (i) has absolute title to each item of
      Collateral in existence on the date hereof, free and clear of all Liens
      except the Permitted Liens, (ii) will have, at the time the Debtor
      acquires any rights in Collateral hereafter arising, absolute title to
      each such item of Collateral free and clear of all Liens except Permitted
      Liens, (iii) will keep all Collateral free and clear of all Liens except
      Permitted Liens, and (iv) will defend the Collateral against all claims or
      demands of all Persons other than the Secured Party and the holders of
      Permitted Liens. The Debtor will not sell or otherwise dispose of the
      Collateral or any interest therein, outside the ordinary course of
      business, without the prior written consent of the Secured Party.

            (b)   CHIEF EXECUTIVE OFFICE; IDENTIFICATION NUMBER. The Debtor's
      chief executive office and principal place of business is located at the
      address set forth under its


Security Agreement (Guarantor)       -3-



      signature below. The Debtor's federal employer identification number and
      organization identification number is correctly set forth under its
      signature below.

            (c)   LOCATION OF COLLATERAL. As of the date hereof, the tangible
      Collateral is located only in the states and at the address, as identified
      on Exhibit A attached hereto. The Debtor will not permit any tangible
      Collateral to be located in any state (and, if county filing is required,
      in any county) in which a financing statement covering such Collateral is
      required to be, but has not in fact been, filed in order to perfect the
      Security Interest.

            (d)   CHANGES IN NAME, CONSTITUENT DOCUMENTS, LOCATION. The Debtor
      will not change its name, Constituent Documents, or jurisdiction of
      organization, without the prior written consent of the Secured Party. The
      Debtor will not change its business address, without prior written notice
      to the Secured Party.

            (e)   FIXTURES. The Debtor will not permit any tangible Collateral
      to become part of or to be affixed to any real property without first
      assuring to the reasonable satisfaction of the Secured Party that the
      Security Interest will be prior and senior to any Lien then held or
      thereafter acquired by any mortgagee of such real property or the owner or
      purchaser of any interest therein. If any part or all of the tangible
      Collateral is now or will become so related to particular real estate as
      to be a fixture, the real estate concerned and the name of the record
      owner are accurately set forth in Exhibit B hereto.

            (f)   RIGHTS TO PAYMENT. Each right to payment and each instrument,
      document, chattel paper and other agreement constituting or evidencing
      Collateral is (or will be when arising, issued or assigned to the Secured
      Party) the valid, genuine and legally enforceable obligation, subject to
      no defense, setoff or counterclaim (other than those arising in the
      ordinary course of business), of the account debtor or other obligor named
      therein or in the Debtor's records pertaining thereto as being obligated
      to pay such obligation. The Debtor will neither agree to any material
      modification or amendment nor agree to any forbearance, release or
      cancellation of any such obligation, and will not subordinate any such
      right to payment to claims of other creditors of such account debtor or
      other obligor.

            (g)   COMMERCIAL TORT CLAIMS. Promptly upon knowledge thereof, the
      Debtor will deliver to the Secured Party notice of any commercial tort
      claims it may bring against any Person, including the name and address of
      each defendant, a summary of the facts, an estimate of the Debtor's
      damages, copies of any complaint or demand letter submitted by the Debtor,
      and such other information as the Secured Party may request. Upon request
      by the Secured Party, the Debtor will grant the Secured Party a security
      interest in all commercial tort claims it may have against any Person.

            (h)   MISCELLANEOUS COVENANTS. The Debtor will:

                  (i)     keep all tangible Collateral in good repair, working
            order and condition, normal depreciation excepted, and will, from
            time to time, replace any worn, broken or defective parts thereof;


Security Agreement (Guarantor)       -4-



                  (ii)    promptly pay all taxes (provided, that the Borrowers
            shall not be required to pay any tax to the extent the amount,
            applicability or validity is being contested in good faith by
            appropriate proceedings and for which proper reserves have been
            made) and other governmental charges levied or assessed upon or
            against any Collateral or upon or against the creation, perfection
            or continuance of the Security Interest;

                  (iii)   at all reasonable times and upon reasonable notice,
            permit the Secured Party or its representatives to examine or
            inspect any Collateral, wherever located, and to examine, inspect
            and copy the Debtor's books and records pertaining to the Collateral
            and its business and financial condition and to send and discuss
            with account debtors and other obligors requests for verifications
            of amounts owed to the Debtor;

                  (iv)    keep accurate and complete records pertaining to the
            Collateral and pertaining to the Debtor's business and financial
            condition and submit to the Secured Party such periodic reports
            concerning the Collateral and the Debtor's business and financial
            condition as the Secured Party may from time to time reasonably
            request;

                  (v)     promptly notify the Secured Party of any loss of or
            material damage to any Collateral or of any material adverse change,
            known to the Debtor, in the prospect of payment of any sums due on
            or under any instrument, chattel paper, or account constituting
            Collateral;

                  (vi)    if the Secured Party at any time so requests (after
            the occurrence of an Event of Default), promptly deliver to the
            Secured Party any instrument, document or chattel paper constituting
            Collateral, duly endorsed or assigned by the Debtor;

                  (vii)   at all times keep all tangible Collateral insured
            against risks of fire (including so-called extended coverage),
            theft, collision (in case of Collateral consisting of motor
            vehicles) and such other risks and in such amounts as the Secured
            Party may reasonably request, with any such policies containing a
            lender loss payable endorsement acceptable to the Secured Party;

                  (viii)  from time to time authorize or execute such financing
            statements as the Secured Party may reasonably require in order to
            perfect the Security Interest and, if any Collateral consists of a
            motor vehicle, execute such documents as may be required to have the
            Security Interest properly noted on a certificate of title;

                  (ix)    pay when due or reimburse the Secured Party on demand
            for all costs of collection of any of the Indebtedness and all other
            out-of-pocket expenses (including in each case all reasonable
            attorneys' fees) incurred by the Secured Party in connection with
            the creation, perfection, satisfaction, protection, defense or
            enforcement of the Security Interest or the creation, continuance,
            protection, defense or enforcement of this Agreement or any or all
            of the Indebtedness,


Security Agreement (Guarantor)       -5-



            including expenses incurred in any litigation or bankruptcy or
            insolvency proceedings;

                  (x)     authorize, execute, deliver or endorse any and all
            instruments, documents, assignments, security agreements and other
            agreements and writings which the Secured Party may at any time
            reasonably request in order to secure, protect, perfect or enforce
            the Security Interest and the Secured Party's rights under this
            Agreement; and

                  (xi)    not use or keep any Collateral, or permit it to be
            used or kept, for any unlawful purpose or in violation of any
            federal, state or local law, statute or ordinance.

            (i)   SECURED PARTY'S RIGHT TO TAKE ACTION. The Debtor authorizes
      the Secured Party to file from time to time where permitted by law, such
      financing statements against collateral described as "all personal
      property" as the Secured Party reasonably deems necessary or useful to
      perfect the Security Interest. The Debtor will not amend any financing
      statements in favor of the Secured Party except as permitted by law.
      Further, if the Debtor at any time fails to perform or observe any
      agreement contained in Section 3(h), and if such failure continues for a
      period of ten (10) days after the Secured Party gives the Debtor written
      notice thereof (or, in the case of the agreements contained in clauses
      (vii) and (viii) of Section 3(h), immediately upon the occurrence of such
      failure, without notice or lapse of time), the Secured Party may (but need
      not) perform or observe such agreement on behalf and in the name, place
      and stead of the Debtor (or, at the Secured Party's option, in the Secured
      Party's own name) and may (but need not) take any and all other actions
      which the Secured Party may reasonably deem necessary to cure or correct
      such failure (including, without limitation the payment of taxes, the
      satisfaction of security interests, liens, or encumbrances, the
      performance of obligations under contracts or agreements with account
      debtors or other obligors, the procurement and maintenance of insurance,
      the execution of financing statements, the endorsement of instruments, the
      qualification and licensing of the Debtor to do business in any
      jurisdiction, and the procurement of repairs or transportation); and,
      except to the extent that the effect of such payment would be to render
      any loan or forbearance of money usurious or otherwise illegal under any
      applicable law, the Debtor shall thereupon pay the Secured Party on demand
      the amount of all moneys expended and all costs and expenses (including
      reasonable attorneys' fees) incurred by the Secured Party in connection
      with or as a result of the Secured Party's performing or observing such
      agreements or taking such actions, together with interest thereon from the
      date expended or incurred by the Secured Party at the highest rate then
      applicable to any of the Indebtedness. To facilitate the performance or
      observance by the Secured Party of such agreements of the Debtor, the
      Debtor hereby irrevocably appoints (which appointment is coupled with an
      interest) the Secured Party, or its delegate, as the attorney-in-fact of
      the Debtor with the right (but not the duty) from time to time to create,
      prepare, complete, execute, deliver, endorse or file, in the name and on
      behalf of the Debtor, any and all instruments, documents, financing
      statements, applications for insurance and other agreements and writings
      required to be obtained, executed, delivered or endorsed by the Debtor
      under this Section 3 and Section 4.


Security Agreement (Guarantor)       -6-



            4.    Rights of Secured Party. At any time and from time to time,
whether before or after an Event of Default, the Secured Party may take any or
all of the following actions:

            (a)   ACCOUNT VERIFICATION. The Secured Party may at any time and
      from time to time send or require the Debtor to send requests for
      verification of accounts or notices of assignment to account debtors and
      other obligors. The Secured Party may also at any time and from time to
      time telephone account debtors and other obligors to verify accounts.

            (b)   COLLATERAL ACCOUNT. The Secured Party may establish a
      collateral account for the deposit of checks, drafts and cash payments
      made by the Debtor's account debtors. If a collateral account is so
      established, the Debtor shall promptly deliver to the Secured Party, for
      deposit into said collateral account, all payments on Accounts and chattel
      paper received by it. All such payments shall be delivered to the Secured
      Party in the form received (except for the Debtor's endorsement where
      necessary). Until so deposited, all payments on Accounts and chattel paper
      received by the Debtor shall be held in trust by the Debtor for and as the
      property of the Secured Party and shall not be commingled with any funds
      or property of the Debtor. All deposits in said collateral account shall
      constitute proceeds of Collateral and shall not constitute payment of any
      Indebtedness. Unless otherwise agreed in writing, the Debtor shall have no
      right to withdraw amounts on deposit in any collateral account.

            (c)   LOCKBOX. The Secured Party may, by written notice to the
      Debtor, require the Debtor to direct each of its account debtors to make
      payment directly to a special lockbox to be under the control of the
      Secured Party. The Debtor hereby authorizes and directs the Secured Party
      to deposit all checks, drafts and cash payments received in said lockbox
      into the collateral account established as set forth above.

            (d)   DIRECT COLLECTION. The Secured Party may notify any account
      debtor, or any other Person obligated to pay any amount due, that such
      chattel paper, Account, or other right to payment has been assigned or
      transferred to the Secured Party for security and shall be paid directly
      to the Secured Party. At any time after the Secured Party or the Debtor
      gives such notice to an account debtor or other obligor, the Secured Party
      may (but need not), in its own name or in the Debtor's name, demand, sue
      for, collect or receive any money or property at any time payable or
      receivable on account of, or securing, any such chattel paper, Account, or
      other right to payment, or grant any extension to, make any compromise or
      settlement with or otherwise agree to waive, modify, amend or change the
      obligations (including collateral obligations) of any such account debtor
      or other obligor.

            5.    Assignment of Insurance. The Debtor hereby assigns to the
Secured Party, as additional security for the payment of the Indebtedness, any
and all moneys (including but not limited to proceeds of insurance and refunds
of unearned premiums) due or to become due under, and all other rights of the
Debtor under or with respect to, any and all policies of insurance covering the
Collateral, and the Debtor hereby directs the issuer of any such policy to pay
any such moneys directly to the Secured Party. After the occurrence of an Event
of Default, the Secured Party may (but need not), in its own name or in the
Debtor's name, execute and


Security Agreement (Guarantor)       -7-



deliver proofs of claim, receive all such moneys, endorse checks and other
instruments representing payment of such moneys, and adjust, litigate,
compromise or release any claim against the issuer of any such policy.

            6.    Events of Default. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called "Event of
Default"): (i) an Event of Default shall occur under the Credit Agreement; or
(ii) the Debtor shall fail to pay any or all of the Indebtedness when due or (if
payable on demand) on demand; or (iii) the Debtor shall fail to observe or
perform any covenant or agreement herein binding on it which is not cured within
any applicable cure period, if any.

            7.    Remedies upon Event of Default. Upon the occurrence of an
Event of Default and at any time thereafter, the Secured Party may exercise any
one or more of the following rights and remedies: (i) declare all unmatured
Indebtedness to be immediately due and payable, and the same shall thereupon be
immediately due and payable, without presentment or other notice or demand; (ii)
exercise and enforce any or all rights and remedies available upon default to a
secured party under the UCC, including but not limited to the right to take
possession of any Collateral, proceeding without judicial process or by judicial
process (without a prior hearing or notice thereof, which the Debtor hereby
expressly waives), and the right to sell, lease or otherwise dispose of any or
all of the Collateral, and in connection therewith, the Secured Party may
require the Debtor to make the Collateral available to the Secured Party at a
place to be designated by the Secured Party which is reasonably convenient to
both parties, and if notice to the Debtor of any intended disposition of
Collateral or any other intended action is required by law in a particular
instance, such notice shall be deemed commercially reasonable if given (in the
manner specified in Section 9) at least ten (10) days prior to the date of
intended disposition or other action; (iii) exercise or enforce any or all other
rights or remedies available to the Secured Party by law or agreement against
the Collateral, against the Debtor or against any other Person or property. The
Secured Party is hereby granted a nonexclusive, worldwide and royalty-free
license to use or otherwise exploit all Intellectual Property Rights owned by or
licensed to the Debtor that the Secured Party deems necessary or appropriate to
the disposition of any Collateral.

            8.    Other Personal Property. Unless at the time the Secured Party
takes possession of any tangible Collateral, or within seven days thereafter,
the Debtor gives written notice to the Secured Party of the existence of any
goods, papers or other property of the Debtor, not affixed to or constituting a
part of such Collateral, but which are located or found upon or within such
Collateral, describing such property, the Secured Party shall not be responsible
or liable to the Debtor for any action taken or omitted by or on behalf of the
Secured Party with respect to such property.

            9.    Notices; Requests for Accounting. All notices and other
communications hereunder shall be in writing and shall be (a) personally
delivered, (b) sent by first class United States mail, (c) sent by overnight
courier of national reputation, (d) transmitted by telecopy, or (e) sent as
electronic mail, in each case delivered or sent to the party to whom notice is
being given to the business address, telecopier number, or e mail address set
forth below next to its signature, and with respect to any Borrower, to its
counsel, Joel Frank, Esq. by facsimile at (212) 688-2870, or, as to each party,
at such other business address, telecopier number, or e mail address as it may
hereafter designate in writing to the other party(ies) pursuant to the terms of

Security Agreement (Guarantor)       -8-




this Section. All such notices, requests, demands and other communications shall
be deemed to be an authenticated record communicated or given on (i) the date
received if personally delivered, (ii) two days following when deposited in the
mail if delivered by mail, (iii) one day following the date delivered to the
courier if delivered by overnight courier, or (iv) the date of transmission if
delivered by telecopy. All requests under Section 9-210 of the UCC (i) shall be
made in a writing signed by an authorized Person, (ii) shall be personally
delivered, sent by registered or certified mail, return receipt requested, or by
overnight courier of national reputation (iii) shall be deemed to be sent when
received by the Secured Party and (iv) shall otherwise comply with the
requirements of Section 9-210. The Debtor requests that the Secured Party
respond to all such requests which on their face appear to come from an
authorized individual and releases the Secured Party from any liability for so
responding. The Debtor shall pay Secured Party the maximum amount allowed by law
for responding to such requests.

            10.   Miscellaneous. This Agreement has been duly and validly
authorized by all necessary corporate action. This Agreement does not
contemplate a sale of accounts, or chattel paper. This Agreement can be waived,
modified, amended, terminated or discharged, and the Security Interest can be
released, only explicitly in a writing signed by the Secured Party, and, in the
case of amendment or modification, in a writing signed by the Debtor. A waiver
signed by the Secured Party shall be effective only in the specific instance and
for the specific purpose given. Mere delay or failure to act shall not preclude
the exercise or enforcement of any of the Secured Party's rights or remedies.
All rights and remedies of the Secured Party shall be cumulative and may be
exercised singularly or concurrently, at the Secured Party's option, and the
exercise or enforcement of any one such right or remedy shall neither be a
condition to nor bar the exercise or enforcement of any other. The Secured
Party's duty of care with respect to Collateral in its possession (as imposed by
law) shall be deemed fulfilled if the Secured Party exercises reasonable care in
physically safekeeping such Collateral or, in the case of Collateral in the
custody or possession of a bailee or other third person, exercises reasonable
care in the selection of the bailee or other third person, and the Secured Party
need not otherwise preserve, protect, insure or care for any Collateral. The
Secured Party shall not be obligated to preserve any rights the Debtor may have
against prior parties, to realize on the Collateral at all or in any particular
manner or order, or to apply any cash proceeds of Collateral in any particular
order of application. This Agreement shall be binding upon and inure to the
benefit of the Debtor and the Secured Party and their respective successors and
assigns and shall take effect when signed by the Debtor and delivered to the
Secured Party, and the Debtor waives notice of the Secured Party's acceptance
hereof. The Secured Party may execute this Agreement if appropriate for the
purpose of filing, but the failure of the Secured Party to execute this
Agreement shall not affect or impair the validity or effectiveness of this
Agreement. A carbon, photographic or other reproduction of this Agreement or of
any financing statement signed by the Debtor shall have the same force and
effect as the original for all purposes of a financing statement. This Agreement
shall be governed by and construed in accordance with the substantive laws
(other than conflict laws) of the State of New York. If any provision or
application of this Agreement is held unlawful or unenforceable in any respect,
such illegality or unenforceability shall not affect other provisions or
applications which can be given effect and this Agreement shall be construed as
if the unlawful or unenforceable provision or application had never been
contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and
performance of this Agreement and the creation and payment of the Indebtedness.
The parties hereto hereby (i) consent to the personal jurisdiction
of the state and

Security Agreement (Guarantor)       -9-



federal courts located in the State of New York in connection with any
controversy related to this Agreement; (ii) waive any argument that venue in any
such forum is not convenient, (iii) agree that any litigation initiated by the
Secured Party or the Debtor in connection with this Agreement or the other Loan
Documents may be venued in either the state or federal courts located in New
York; and (iv) agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

            11.   THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.

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

WELLS FARGO BANK, NATIONAL                     MISONIX, INC.
ASSOCIATION

By: /s/ Christopher Stavrakos                  By: /s/ Richard Zaremba
    -------------------------                      --------------------
    Christopher Stavrakos                              Richard Zaremba
    Senior Vice President                              Senior Vice President

Address:                                       Address:

119 West 40th Street                           1938 New Highway
New York, NY  10018                            Farmingdale, NY 11735
Attention:  Portfolio Manager                  Attention: Richard Zaremba
for MISONIX, INC.                              Employer identification
Employer identification number: 94-1347393     number: 11-2148932



Security Agreement (Guarantor)      -10-