Exhibit 10.2





Exhibit 10.2


AMENDMENT NO. 2

TO THE AARP LICENSE AGREEMENT


This Amendment
No. 2 to the AARP License Agreement (“Amendment No. 2”)
is entered into by and between AARP, Inc. (“AARP”) and
HearUSA, Inc. (“HUSA”) as of the 11th day of August, 2009.
(AARP and HUSA are referred to herein as each a “Party” and
collectively, the “Parties.”)


WHEREAS, the Parties
along with AARP Services, Inc. (“ASI”) entered into the Hearing
Care Program Services Agreement, effective August 8, 2008, pursuant to
which HUSA is to provide or arrange to provide through HUSA’s network of
hearing care providers an AARP-branded discount hearing program (the
“Program”) for the benefit of AARP Members (the “Services
Agreement”); and


WHEREAS, in connection
with the Services Agreement, the Parties and ASI entered into the AARP License
Agreement, effective August 8, 2008 (the “License
Agreement”), pursuant to which AARP granted to HUSA a license to use
certain of AARP’s intellectual property in connection with the Program
and HUSA agreed to make certain payments to AARP in consideration of that
license; and


WHEREAS, on
December 22, 2008, the Parties amended the License Agreement, pursuant to
Amendment No. I to the AARP License Agreement (“Amendment
No. 1”), in order to delete Section 4
(“Royalty”) of the License Agreement and undertook to
negotiate a revised royalty compensation structure mutually agreeable to the
Parties; and


WHEREAS, the Parties
now desire to further amend the License Agreement in order to reflect the
mutually agreeable changes to the royalty compensation structure of the License
Agreement (as amended pursuant to Amendment No. I and this Amendment
No. 2, the “Amended License Agreement”); and


WHEREAS,
contemporaneously with the execution of this Amendment No. 2, the Parties
and ASI are executing Amendment No. 1 to the Services Agreement to
effectuate certain other changes to the Parties’ relationship and the
Program (the “Amended Services Agreement”).


NOW THEREFORE, in
consideration of the mutual covenants and agreements of the Parties herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree to
further amend the License Agreement as follows:



	 	1.	 	A new Section 4 is added to the License Agreement as follows:





	 	4.	 	Royalty.






	 	4.1	 	Except as otherwise provided in this Section 4, HUSA shall pay to
AARP for the license to HUSA of the AARP Intellectual Property hereunder, a
royalty on each hearing aid sold by or through HUSA to a Member pursuant to the
Program (each such hearing aid being referred to herein as a “Program
Unit”) as follows:







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Sales during calendar 2009: $50 per Unit


Sales during calendar 2010: $50 per Unit


Sales during calendar year 2011: $55 per Unit; and


Sales during calendar
year 2012 until termination of the License Agreement: $60.00



	 	4.2	 	Notwithstanding Section 4.1, if, at the end of any calendar year,
HUSA has failed to meet the Program Roll Out requirements set forth in
Section 3.3 of the Amended Services Agreement for that year, HUSA shall
pay to AARP a royalty on each Program Unit sold during each subsequent calendar
quarter that HUSA has not met the requirement for the preceding Roll Out year(s) as follows:




Sales during calendar 2010: $55 per Unit


Sales during calendar year 2011: $60 per Unit; and


Sales during calendar
year 2012 until termination of the License Agreement: $65.00



	 	4.3	 	The Parties acknowledge that certain states laws and regulations
applicable to the Program may require the Parties to modify the royalty
structure of their relationship and the details of the Program in such states
to ensure compliance with those laws. Accordingly, the Parties agree that, to
the extent that a unit-based royalty arrangement for the Program is
inconsistent with applicable law in any given state, the Parties will establish
a fixed fee for the license of the Intellectual Property from AARP to HUSA
under this Amended License Agreement for HUSA’s Program activities in
that state. In the event the Parties are unable to reach agreement on whether a
unit-based royalty or a fixed fee payment is required in a particular state,
AARP shall have the right, in its sole discretion, to elect payment in a fixed
fee prior to the Program being made available in the state in question by HUSA.
With respect to any fixed fee royalty arrangement for a particular state, such
fixed fee shall be payable on a quarterly basis commencing six months from the
date HUSA begins offering the Program in such state.





	 	4.4	 	Further to the considerations set forth in Section 4.3, above, the
Parties hereby agree to a fixed fee royalty relating to the Program in the
state of Florida of $29,948 per month through June 30, 2010. For periods
after June 30, 2010, the Parties shall mutually agree in writing to the amount of such fixed fee.




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	 	4.5	 	Royalty payments, whether unit-based royalties or fixed fee royalties,
shall be made on a quarterly basis within ten (10) calendar days of the
end of each quarter for such quarter or pro-rata portion thereof. With respect
to unit-based royalties, the Parties agree that within 30 days of the end
of each calendar year, they will true-up actual Unit sales as against
unit-based royalties paid. Payment instructions for all royalties are set forth
in Exhibit B.





	 	4.6	 	Additional royalty may be payable per Section 6.2 and that
additional royalty shall not be offset by royalty fees paid under this Section 4.





	 	2.	 	Section 6.1 (“Term”) is deleted and replaced with the following:





	 	6.1	 	Term. The term of this License Agreement shall begin on the
Effective Date and shall expire at 12:00 midnight, Eastern Time on
August 31, 2012, unless this Agreement is terminated earlier in accordance
with its terms (the “Term”). This Agreement shall automatically
terminate upon termination or expiration of the Amended Services Agreement.





	 	3.	 	Section 6.2 (“Termination”) is deleted and replaced with the following:





	 	6.2	 	Termination.




(a) Material
Breach. AARP shall have the right to terminate this Agreement upon written
notice to HUSA if HUSA has breached any of its material obligations (including
those identified specifically in subparagraph (b) below) under this
Agreement or the Amended Services Agreement, which breach has not been cured
within sixty (60) days after written notice to HUSA of the breach;
provided that in the event AARP reasonably determines that HUSA is using its
reasonable best efforts to cure the breach, then HUSA shall be entitled to an
additional sixty (60) days within which to effectuate that cure. If any
material breach of this Agreement or the Amended Services Agreement by HUSA has
not been cured within the applicable cure period (or extension, as the case may
be), this Agreement shall terminate, effective at the conclusion of the last
day of the cure period or the day on which HUSA receives written notice of
termination from AARP, whichever is later.


(b) Identified
Material Obligations. HUSA’s material obligations include, but are not limited to


(i) making the
Program available as described in Section 3.3 of the Amended Services Agreement,


(ii) making the
annual marketing budget expenditures as required under Section 3.12 of the
Amended Services Agreement, including allocation of 9.25% of those marketing
expenses to the AARP General Program as required under Section 3.14 of the
Amended Services Agreement, and


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(iii) making
royalty payments as required under this Agreement.


(c) Additional
Royalty in Event of Uncured Breach of Identified Material Obligations or Early
Termination by HUSA. In the event AARP terminates this Agreement by reason
of an uncured breach of HUSA’s material obligations specified in
subparagraph (b)(i)-(iii) of this Section 6.2, or in the event HUSA
terminates this Agreement or the Amended Services Agreement prior to the
expiration of the Term, HUSA shall pay to AARP an additional royalty fee for
use of the licensed Intellectual Property during the time period leading up to
the termination as follows: $3 million if termination occurs before
August 31, 2010; $2 million if termination occurs between
September 1, 2010 and August 31, 2011; and $1 million if
termination occurs between September 1, 2011 and August 31,2012.


(d) Letter of
Credit. HUSA shall provide AARP an irrevocable standby letter of credit from
Wells Fargo naming AARP as the beneficiary in order to ensure payment of the
additional royalty provided for in Section 6.2(c) within ten
(10) business days of the execution of this Amended License Agreement. The
terms and conditions of the letter of credit shall be subject to AARP’s
review and approval. Failure to provide such a letter of credit in accordance
with this Section 6.2(d) will be grounds for immediate termination of this
Amended License Agreement and the Amended Services Agreement.



	 	3.	 	Except for the above modifications, all other terms and conditions of the
License Agreement shall remain in full force and effect.




[signatures appear on the following page]


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IN WITNESS WHEREOF,
AARP and HUSA have caused this Amendment to be executed by their duly
authorized representatives as Amendment No. 2 to the License Agreement.


AARP


By:
                                                                   

Name:

Title:




HearUSA, Inc.


By:
                                                                   

Name:

Title:




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