ex10-1



 



Exhibit 10.1



SUBSCRIPTION AGREEMENT



Helix Hearing Care of America Corp.

7100, Jean-Talon East

Bureau 610

Montreal, Quebec

H1M 3S3


Attention: Mr. Steve Forget, President and Chief Executive Officer


Dear Sirs:



	1.	 	PURCHASE
	 
	 	 	The undersigned hereby agrees to purchase from Helix Hearing Care of
America Corp. (the “Corporation”), four million eight hundred and
fifty-three thousand nine hundred and thirty-two (4,853,932) common
shares of the Corporation (the “Shares”) at a price of eighty-nine cents
($0.89) per Share, for total proceeds of four million three hundred and
twenty thousand dollars (CDN$4,320,000).
	 
	2.	 	DELIVERY AND PAYMENT
	 
	(i)	 	Subject to acceptance by you of this agreement, delivery and payment for
the Shares shall be completed (the “Closing”) at the offices of the
Corporation’s counsel, Fraser Milner Casgrain LLP, 1, Place Ville-Marie,
Suite 3900, City of Montreal, Province of Quebec at 11:00 a.m., Montreal
time, on or about January 14, 2002 (the “Time of Closing” and “Closing
Date”, respectively) against payment to the Corporation of the aggregate
purchase price of the Shares by wire transfer in U.S. funds payable to the
account of Helix Hearing Care of America Corp as such instructions appear
in Schedule “A” or in such other manner acceptable to the parties hereto.
	 
	(ii)	 	The obligation of the undersigned to complete the purchase of Shares
contemplated hereby shall be conditional upon The Toronto Stock Exchange
(the “Exchange”) conditionally accepting notice of the issuance of the
Shares at or before the Time of Closing.
	 
	3.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION
	 
	 	 	The Corporation covenants, represents and warrants to the undersigned
(which covenants, representations and warranties shall survive Closing)
that:



 






 





-2-


	(i)	 	the Corporation has been duly continued and is a validly subsisting
corporation under the laws of Canada;
	 
	(ii)	 	the Corporation has all necessary corporate power and authority to own
its assets and to carry on its business as now conducted;
	 
	(iii)	 	this agreement has been duly authorised by all necessary corporate
action on the part of the Corporation;
	 
	(iv)	 	the execution and delivery of this agreement and the fulfillment of the
terms hereof and the issue and sale of the Shares by the Corporation as
provided in this agreement do not and will not conflict with and do not
and will not result in a breach of any of the terms, conditions or
provisions of the current constating documents, by-laws and resolutions of
the Corporation or breach any material contracts or outstanding debts or
equity securities of the Corporation;
	 
	(v)	 	the Shares will, upon payment therefor, be validly issued as fully paid
and non-assessable;
	 
	(vi)	 	the Corporation is a reporting issuer in good standing under the
securities legislation of Alberta, Ontario and Quebec (collectively
referred to as the “Applicable Securities Legislation”); the issuance of
the Shares will not contravene any provisions of the Applicable Securities
Legislation, as well as the rules and policies of the Exchange and of the
other regulatory authorities having jurisdiction over the Corporation and
will be exempt from the registration and prospectus requirements of the
Applicable Securities Legislation.
	 
	(vii)	 	the Corporation will take all steps within its control to list the
Shares on the Exchange;
	 
	(viii)	 	the unaudited consolidated financial statements of the Corporation and
the report to shareholders for the period of nine months ended August 31,
2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and
accurate and they have been prepared in accordance with Canadian generally
accepted accounting principles applied on a consistent basis with prior
periods.
	 
	(ix)	 	the Corporation has not made any private placement of shares of the same
class as the Shares or shares of other class or securities convertible or
exchangeable in shares of any class during the last six months;
	 
	(x)	 	the Corporation is unaware of any information or facts concerning its
business and its operations that has not been disclosed and released to
the public and which, if known to the Purchaser, could reasonably deter
the Purchaser from subscribing and paying for the Shares; and



 






 




-3-




	(xi)	 	all necessary corporate proceedings to authorize this agreement and the
issuance of the Shares have been taken by the Corporation and, from its
execution by the Corporation, this agreement and the private placement
shall be duly authorized and shall constitute valid and legally binding
obligations of the Corporation enforceable against the Corporation in
accordance with their respective provisions.
	 
	4.	 	PURCHASER’S COVENANTS, REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS
	 
	 	 	The undersigned covenants, represents, warrants and acknowledges to the
Corporation (which covenants, representations, warranties and
acknowledgements shall survive Closing) that:
	 
	(i)	 	the undersigned is purchasing the Shares as a principal for its own
account and not for the benefit of any other person except as otherwise
stated herein:
	 
	(ii)	 	the undersigned is purchasing the Shares under a prospectus and
registration exemption available under the Securities Act (Québec) and not
in violation of any other applicable statute in Canada or elsewhere;
	 
	(iii)	 	the current structure of this private placement is not a scheme to avoid
the registration requirements of the United States Securities Act of 1933;
	 
	(iv)	 	the undersigned will execute and deliver all documentation as may be
required by applicable Canadian securities legislation and the Exchange,
including the Private Placement Questionnaire and Undertaking attached as
Schedule “B” hereto;
	 
	(v)	 	the Shares will be held by the undersigned for investment only and not
with a view to resale or distribution;
	 
	(vi)	 	the undersigned has such knowledge in financial and business affairs as
to be capable of evaluating the merits and risks of its investment and it
is able to bear the economic risk of loss of its investment;
	 
	(vii)	 	the address set forth below is the true and correct address of a place
of business of the undersigned (or, if the undersigned is acting as agent
for a disclosed principal, of such person);
	 
	(viii)	 	the undersigned acknowledges (on its own behalf and, if applicable, on
behalf of those for whom the undersigned is contracting) that:




	 	(a)	 	it understands that the Shares will be subject to resale
restrictions set forth in the Securities Act (Quebec) or applicable
securities legislation of the jurisdiction in which the undersigned
is resident;
	 
	 	(b)	 	the distribution of the Shares is not being accompanied by an
advertisement;



 






 





-4-



	 	(c)	 	it has received no document from the Corporation relating to
the sale of the Shares other than this agreement and the Schedule
thereto;
	 
	 	(d)	 	the undersigned’s ability to transfer the Shares is limited,
inter alia, by applicable securities legislation and the Private
Placement Questionnaire and Undertaking attached hereto as Schedule
“B”; and
	 
	 	(e)	 	in executing this agreement, the Corporation is relying upon
the representations and warranties and acknowledgements of the
undersigned set out herein and, in accepting the Shares on the
Closing, the undersigned will be representing and warranting that
such are true as at the Closing with the same force and effect as if
they had been made at such time.




	5.	 	TIME OF THE ESSENCE
	 
	 	 	Time shall, in all respects, be of the essence hereof.
	 
	6.	 	CANADIAN DOLLARS
	 
	 	 	Except as otherwise indicated herein, all references herein to any money
amounts are to lawful money of Canada.
	 
	7.	 	HEADINGS AND SCHEDULES
	 
	 	 	The headings contained herein are for convenience only and shall not
affect the meaning or interpretation hereof. The Schedules hereto form an
integral part hereof.
	 
	8.	 	ENTIRE DOCUMENT
	 
	 	 	This agreement constitutes the only agreement between the parties with
respect to the subject matter hereof and shall supersede any and all
prior negotiations and understandings. This agreement may be amended or
modified in any respect by written instrument only.
	 
	9.	 	SUCCESSORS AND ASSIGNS
	 
	 	 	The terms and provisions of this agreement shall be binding upon and
enure to the benefit of the undersigned and the Corporation and their
respective successors and assigns; provided that, except as herein
provided, this agreement shall not be assignable by either party without
the written consent of the other.
	 
	10.	 	GOVERNING LAW
	 
	 	 	This agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec and the laws of Canada applicable therein.



 






 





-5-



	11.	 	LANGUAGE
	 
	 	 	The parties hereto declare that each of them has required this agreement
be drafted in the English language and each of them does hereby consent
to any documentation notices or
legal proceedings provided for herein, issued hereunder, or relating
directly or indirectly hereto, being in the English language. Chaque
partie déclare par les présentes avoir demandé que la présente convention
soit rédigée en anglais et chaque partie consent par les présentes à ce
que tout document, procédure légale ou avis prévu ou découlant des
présentes ou s’y rapportant directement ou indirectement soit rédigé en
anglais seulement.



[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]



 






 



-6-



DATED at Montreal, Quebec, the 14th day of January, 2002.



	 	 	 
			HEARx LTD.
	 
		Per:	/s/  Stephen J. Hansbrough



	 
	 	 	
1250 Northpoint Parkway



West Palm Beach, Florida



33407







ACCEPTANCE



Accepted and approved in Montreal, Quebec on January 14, 2002.



	 	 	 
	 	Helix Hearing Care of America Corp.	

	 
	Per:	
/s/ Steve Forget



Steve Forget, President and Chief Executive Officer