AMENDMENT AGREEMENT

                  AGREEMENT  effective  as of  August  1,  1998  by and  between
SONUS-USA,  INC.  (formerly  known  as  HealthCare  Hearing  Clinics,  Inc.),  a
corporation  duly  organized  and  existing  under  the  laws  of the  State  of
Washington ("Sonus"), and GREGORY J. FRAZER ("Employee").

                                   WITNESSETH:

                  WHEREAS,  Sonus and Employee executed an Employment  Agreement
dated as of October 1, 1996 (the "Employment Agreement");

                  WHEREAS,  the parties  desire to enter into this  Amendment to
amend certain terms of the Employment Agreement;

                  NOW,  THEREFORE,  the parties hereto,  intending to be legally
bound, and for valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, agree as follows:

                  1. Salary Reduction.  Section 3.1 of the Employment  Agreement
is hereby  amended to provide that  Employee's  base salary shall be $80,000 per
year.

                  2.  Prior  Year  Bonuses.   Employee  forever  discharges  and
releases  Sonus from any and all bonuses due to Employee for Sonus' fiscal years
ended 1997 and 1998 pursuant to Section 3.2 of the Employment Agreement.

                  3. Car Allowances.  Employee discharges and releases Sonus for
the  remainder  of the  term  of the  Employment  Agreement  from  any  and  all
automotive  reimbursements  due to Employee  pursuant  to Section  3.3(e) of the
Employment Agreement.

                  4.  Overpayment.  From August 1, 1998 to January 15, 1999, the
reductions  contemplated  by  this  Agreement  in  Sections  1  and 3  were  not
implemented.  Employee agrees to reimburse Sonus for such overpayment.  Employee
was overpaid a total of $20,300, which is being paid to Sonus as follows:

                  Employee  has  delivered to Sonus its  promissory  note in the
                  principal amount of $20,300,  payable in full on June 30, 1999
                  without  interest.  The promissory  note may be satisfied,  at
                  Employee's  option,  by  offsetting  the amount due under such
                  note  against  payments  scheduled  to be  made  by  Sonus  to
                  Employee in the future.

                  As a result of the  overpayment,  Sonus has issued Employee an
                  incorrect Form W-2. As soon as practicable,  Sonus shall issue
                  Employee  a  corrected  Form W-2.  In  addition,  Sonus  shall
                  reimburse  Employee for any and all amounts withheld  pursuant
                  to the  Federal  Insurance  Contributions  Act (the  "Act") in
                  excess of the amounts  properly  withheld under such Act based
                  on the  amount of wages paid as stated on the  corrected  Form
                  W-2.

<PAGE>

                  5. Required  Acquisitions.  Employee  forever  discharges  and
releases Sonus from any and all requirements to purchase  Employee's interest in
Hearing  Care   Associates-Encino   and   Employee's   shares  of  Hearing  Care
Associates-North  Hollywood,  Inc. as was originally set forth in a letter dated
September 26, 1996 by Brandon M. Dawson to Employee, et al.

                  6.  Access to  In-House  Resources.  Sonus  agrees to  provide
Employee  with access to Sonus'  in-house  resources,  at no charge,  to discuss
legal  issues  regarding  Hearing  Care   Associates-Encino   and  Hearing  Care
Associates-North Hollywood, Inc. Employee acknowledges that Sonus, its employees
and agents do not represent  Employee in any legal matters and that Employee has
been advised to seek his own counsel before proceeding with any transaction.

                  7.  Indemnification.   Sonus  agrees  to  indemnify  and  hold
Employee  harmless  from and against all claims and  liabilities  arising out of
actions by Employee as an employee or director of Sonus (in  addition to actions
taken by Sonus) from and after October 1, 1996. Employee agrees to indemnify and
hold Sonus harmless from and against all claims and  liabilities  arising out of
actions by Employee prior to October 1, 1996.

                  8. Full  Force and  Effect.  Except  as  specifically  amended
herein,  the  Employment  Agreement  shall  remain in full  force and  effect in
accordance with its terms.

                  9. Entire  Agreement.  This  Agreement  represents  the entire
agreement between the parties hereto. There are no other agreements,  written or
oral between these parties relating to the subject matter hereof.

                  10.   Counterparts.   This   Agreement   may  be  executed  in
counterparts, each of which shall constitute an original, and all of which taken
together shall constitute one and the same Agreement.

                                      -2-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                      SONUS
                                      SONUS-USA, INC., a Washington corporation


                                      BY: /s/ Scott E. Klein
                                          Scott E. Klein
                                          Executive Vice President


                                    EMPLOYEE


                                    /s/ Gregory J. Frazer
                                    Gregory J. Frazer