EXHIBIT 10.10


 








CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED
WITH “[****]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED




 








EXECUTION


CONSULTING
AGREEMENT


THIS
AGREEMENT (this “Agreement”) is made as of August 5, 2016, and is entered into by and among Helix Hearing Care
(California), Inc., a California corporation (the “Company”), Innerscope Advertising Agency, Inc., a Nevada
corporation (the “Consultant”), Mark Moore, an individual (“Mark”), Kim Moore, an individual
(“Kim”) and Matthew Moore, an individual (“Matthew”) (Mark, Kim and Matthew, collectively,
the “Moores”). The Company, the Consultant and the Moores are sometimes hereinafter referred to individually
as a “Party” and together as “Parties.”


WHEREAS,
the Buyer is acquiring substantially all of the assets (the “Purchased Assets”) of Moore Family Hearing Company,
Inc. (the “MFHC”), as described more fully in that certain agreement by and among the Company, MFHC and the
Moores dated as of August 5, 2016 (“Purchase Agreement”);


WHEREAS,
all capitalized terms which are used but not defined in this Agreement, shall be given the meaning ascribed to them in the Purchase
Agreement;


WHEREAS,
the Buyer is entering into a store expansion consulting agreement with the Consultant and the Moores as of the date hereof (the
“Store Expansion Consulting Agreement”);


WHEREAS,
Consultant will provide certain services to the Company as set forth on Exhibit A hereto (the “Services”);


WHERAS,
Consultant and the Moores acknowledge that in connection with the consulting relationship with the Company, Consultant and the
Moores will have access to valuable Confidential Information (as defined in Section 5 below) including, but not limited to, customer
lists, methods of doing business, business plans and trade secrets:


NOW
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


1. 
Consulting Relationship. The Company will retain Consultant, and Consultant hereby agrees to work for the Company, upon
the terms and conditions set forth in this Agreement for the period beginning on the Effective Date (as defined below) and, unless
sooner terminated as provided in Section 4 hereof, ending on January 31, 2019 (the “Consulting Period”).


2. 
Consulting Services.


(a) General
Service Commitments. During the Consulting Period, Consultant shall provide consulting services as requested by the
Company (collectively, “Services”). The Parties agree that both Consultant and the Moores shall be
available to the Company on an exclusive basis, and that neither the Consultant nor the Moores shall work as a consultant or
otherwise within the Business (as defined below) during the Consulting Period, except for the Company (the Parties agree that
any such work would be a conflict of interest). All Services provided to the Company under this Agreement shall be performed
by each of Mark, Matthew and Kim personally, unless the Company gives written permission to the Consultant for someone other
than the Moores to perform the Services. The Consultant and the Moores, in rendering Services, agree to comply with all sales
and marketing policies of the Company and its Affiliates, to the extent applicable to the Services, as such policies may be
amended from time to time. The term “Business” as used in this Agreement, means the service of dispensing and
fitting hearing aids and operating hearing aid dispensing centers. Services hereunder shall in no event include providing any
medical advice to patients or other end-users of hearing aids or other products of the Company. 


 


(b) Supervision.
The Moores possess unique skills and knowledge, and the Company is retaining Consultant to obtain and receive these unique
skills and knowledge in the performance of Services. Accordingly, the Company shall not directly supervise the Moores as they
provide the Services; provided, however, that Consultant’s and the Moores’ work for the Company shall conform to
this Section 2.


 


(c) Reporting;
Best Efforts. During the Consulting Period, Consultant, through the Moores, will report to the President of the Company,
or to such other Company executives as may be designated by the Company. The Moores, while rendering Services on behalf of
Consultant, will devote their best efforts to the business and affairs of the Company. The Moores, through the Consultant,
will render all Services to the best of their ability in a diligent, timely, trustworthy, businesslike and efficient
manner.


 


(d) Hours
of Work. Other than scheduled appointments, meetings, telephone conferences and other scheduled events, the Moores may
determine their own hours of work in performing Services, and the Moores may perform Services out of their own home,
rather than working out of the Company’s offices.


(e) Private
Pay. To the extent possible, Consultant and the Moores shall limit marketing efforts to patients who are not enrolled in
a Medicaid managed care plan or other federally funded healthcare program.


(f) Additional
Services. The Company may reasonably expand or limit the Services under this Agreement; provided, however, that any
expansion of services shall be consistent with the Services, as defined in this Agreement.


(g) No
Sub-Contracting. Because the Moores’ expertise and knowledge is unique, all Services shall be performed by the
Moores alone, and Consultant may not sub-contract any work under this Agreement.


3. 
Compensation to Consultant.


(a) Consulting
Fee. [****]:


(b) Set-Off.
Notwithstanding anything to the contrary contained herein, the Company shall be entitled to set off any amounts payable to
Consultant or to the Moores hereunder with any amounts due to the Company pursuant to Section 7.2 of the Purchase
Agreement, provided that the Company complies with the indemnification procedures set forth in Article 7 of the Purchase
Agreement.


(c) Taxes
and Records. No taxes shall be withheld from the Consultant’s fees. The Consultant and the Moores assume all
responsibility for paying any taxes due on fees received from the Company, to the extent any taxes may be due and owing, and
shall maintain appropriate records of payments. The Company shall issue 1099 forms to the Consultant and the Moores as
required by law.


(d) No
Company Group Insurance. The Consultant acknowledges that the Moores will not be eligible for the Company’s
group insurance benefits, such as health insurance, and that they are responsible for making arrangements for their own
personal insurance coverage.


4. Termination.


(a)
Notwithstanding Section 1 of this Agreement, the Company may terminate the consulting relationship for Cause (as defined
below). No advance notice of termination need be provided by the Company in the event of a termination for Cause, other than
associated with applicable “cure” periods.


(b) 
For purposes of this Agreement:


“Cause”
will mean (i) the Moores’ commission of a felony or other crime involving moral turpitude or any other act or omission involving
misappropriation, fraud or breach of fiduciary duty by the Moores or Consultant, (ii) serious misconduct by either the Moores
or Consultant with respect to the Company or any of its Affiliates in the performance of Consultant’s and the Moores’
duties hereunder, or (iii) any other material breach of this Agreement by Consultant or the Moores which, if curable, is not cured
within 10 days after written notice thereof to Consultant or the Moores.


 


(c) 
In the event of termination of this Agreement under this Section 4 during any period beginning on the date hereof and ending on
the second anniversary hereof, any portion of the Consulting Fee that has not been paid shall continue to be paid in accordance
with the schedule set forth in Section 3(a) above. In the event of termination of this Agreement under this Section 4 during any
period after the second anniversary hereof, any portion of the Consulting Fee that has not been paid shall be accelerated and
shall be paid to Consultant within 30 days after the termination of this Agreement.


5. 
Confidential Information. “Confidential Information” will be interpreted to include all information of any
sort that is (i) related to the Company or its Affiliates’ current or potential business or is received from third parties
subject to a duty to maintain the confidentiality of such information, and (ii) not generally or publicly known. The Consultant
and the Moores agree that they will use Confidential Information only as necessary and only in connection with the performance
of Services (the Company specifically agrees that, as a permitted necessary use, the Consultant and the Moores may share Confidential
Information with their legal counselors, and tax advisors, as long as such advisors agree to maintain the confidentiality of the
information, and that the Consultant and the Moores may also include Confidential Information in tax filings). Consultant and
the Moores both agree that they will not disclose to any unauthorized Person or use for their own or any other purposes (except
as described in the immediately preceding sentence) any Confidential Information without the prior written consent of the Company,
unless and to the extent that (a) the Confidential Information becomes generally known to and available for use by the public,
or becomes generally known to and available within the Company’s industry, other than as a result of Consultant’s
or the Moores’ acts or omissions or (b) Consultant or the Moores are ordered by a court of competent jurisdiction to disclose
Confidential Information, provided that in such circumstance Consultant or the Moores must (i) provide prompt written notice to
the Company of any relevant process or pleadings that could lead to such an order and (ii) reasonably cooperate with the Company
at the Company’s expense to contest, object to or limit such a request and, in any case, when revealing such Confidential
Information pursuant to such court order.


6. Work
Product; Intellectual Property. Consultant acknowledges and agrees that all intellectual property, methods, analyses,
service marks, writings, audiovisual works, goodwill and tradenames, which relate to the Company or any of its
Affiliates’ actual or anticipated business which are conceived, developed or made by Consultant or the Moores while
performing Services during the Consulting Period pursuant to this Agreement (collectively, the “Work
Product”) belong to the Company or such Affiliate. All Work Product created by Consultant or the Moores during the
Consulting Period, relating to the business of the Company or its potential businesses, will be considered “work made
for hire,” and as such, the Company is the sole owner of all rights, title, and interests therein. Consultant and the
Moores will promptly disclose and deliver such Work Product to the Company and, at the Company’s expense, perform all
actions reasonably requested by the Company (whether during or after the Consulting Period) to establish, confirm, document,
perfect, record, and protect such ownership. Notwithstanding anything contained herein, nothing in this Section 6 is intended
to confer upon the Company or its Affiliates any intellectual property rights or other rights in inventions or other work
product developed by Consultant or the Moores prior to the date of this Agreement or outside of the Services to be provided
hereunder.


7. 
Non-Compete: Non-Solicitation: Non-Disparagement.


(a)
In further consideration of the compensation to be paid to Consultant and the Moores hereunder, Consultant and the Moores
acknowledge that in the course of Services that they have, and will continue to, become familiar with the Company’s and
its Affiliates’ trade secrets, methods of doing business, business plans and other valuable Confidential Information
concerning the Company and its Affiliates and their customers and suppliers and that Consultant’s and the Moores’
services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Consultant and
the Moores agree that, so long as Consultant is providing Services and continuing for 24 months thereafter, Consultant and
the Moores will not, directly or indirectly, anywhere in the Applicable Area (whether on their own account, or as a
consultant, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in the case of the
Moores, as an employee, or in any other manner): (i) act in a capacity, or provide services, similar to those that Consultant
or the Moores acted in or provided for the Company, for any other business that is, directly or indirectly, engaged in the
Business; (ii) supervise, manage or oversee others engaging, directly or indirectly, in the Business, or manage, control,
participate in, provide financing to, consult with, or render services for, any other Person that, directly or indirectly,
engages in the Business; or (iii) directly or indirectly have any ownership interest (whether as proprietor, partner, member,
stockholder or otherwise) in any business (regardless of the form in which conducted) which is, directly or indirectly,
engaged in the Business; provided, nothing herein will prohibit Consultant or the Moores from being a passive owner of not
more than 1% of the outstanding stock of any class of a corporation which is publicly traded, and nothing herein will
prohibit Consultant or the Moores from passive investments in any privately held corporation or other entity which does not
engage in the Business. The term “Applicable Area” means a 10 mile radius of any of (1) the existing clinics of
the Company, which are listed on Exhibit B hereof, (2)the clinics or retail stores purchased by the Company pursuant to the
Purchase Agreement and (3) the clinics or retail stores opened by Consultant pursuant to the Store Expansion Consulting
Agreement.


(b)
For 12 months after termination of the Consulting Period (the “Nonsolicit Period”) Consultant and the
Moores will not, directly or indirectly, in any manner: (i) hire or engage, or recruit, solicit or otherwise attempt to
employ or retain or enter into any business relationship with, any current or former employee of the Company, (ii) induce or
attempt to induce any current or former employee of the Company or any of its Affiliates, to leave the employ of the Company
or any such Affiliate, or in any way interfere with the relationship between the Company or any of its Affiliates and any of
their employees; provided, however, that Consultant or the Moores may hire former employees and consultants to the Company
and Affiliates after such former personnel have ceased to be employed or otherwise engaged by the Company or any of its
Affiliates for a period of at least 12 months, and further provided, that nothing in this Section 7(b) is intended to
prohibit the Consultant or the Moores from making solicitations in media of general circulation that are not targeted at
employees of the Company or any of its Affiliates.


(c)
Consultant and the Moores acknowledge and agree that the restrictions contained in this Section 7 with respect to time,
geographical area, and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect
the goodwill and other legitimate business interests of the Company and its Affiliates and that Consultant and the Moores
have had the opportunity to review the provisions of this Agreement with legal counsel. In particular, the Consultant and the
Moores agree and acknowledge that the Company is now or will be engaging in the Business and actively marketing its services
and products within the Business throughout the Applicable Area, that the Company and its Affiliates expend significant time
and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long
term customer relationships and trade secrets and such methods, technology, customer lists, customer relationships and trade
secrets have significant value. The existence of any claim or cause of action by Consultant or the Moores against the Company
or any of its Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement
by the Company of the provisions of Sections 5, 6 or this Section 7, which Sections will be enforceable notwithstanding the
existence of any breach by the Company. Notwithstanding the foregoing, Consultant or the Moores will not be prohibited from
pursuing such claims or causes of action against the Company.


(d)
In the event of the breach or a threatened breach by Consultant or the Moores of any of the provisions of Sections 5, 6 or
this Section 7, the Company and any of its Affiliates, in addition and supplementary to any other rights and remedies
existing in their favor, may seek specific performance and/or injunctive or other equitable relief from a court of competent
jurisdiction in order to enforce or prevent any violations of the provisions hereof.


(e)
If either Party (i) brings any action or proceeding to enforce any provision of this Agreement or to obtain damages as a
result of a breach of this Agreement or to enjoin any breach of this Agreement and (ii) prevails in such action or
proceeding, then the non-prevailing Party will, in addition to any other rights and remedies available to such Party,
reimburse the prevailing Party for any and all reasonable costs and expenses (including attorneys’ fees) incurred by
the prevailing Party in connection with such action or proceeding.


(f)
The Parties recognize that their reputations are valuable assets. The Moores and the Consultant agree not to disparage the
Company. The Company agrees not to disparage the Moores or the Consultant. These obligations apply to oral statements as well
as to written statements.


8. Independent
Contractor Relationship. The Company, the Consultant and the Moores agree that all Services will be rendered by the
Consultant and the Moores in the capacity of an independent contractor of the Company. Under such circumstances, the Moores
will not be covered under any Company employee benefit plans, and shall not be eligible for the Company’s workers
compensation benefits. This Agreement shall not be interpreted or construed as creating or evidencing an employment,
association, joint venture, partnership or franchise relationship among the parties or as imposing any employment,
partnership, or franchiser obligation or liability on either Party.


9. Consultant’s
Lack of Authority. Neither the Consultant nor the Moores has any authority to bind the Company to contracts, or to act as
an agent of the Company in any way, except as expressly delegated by the Company. The Consultant and the Moores shall not use
the Company’s trademarks, or branding, at any time, except as permitted by the Company in writing.


10. Company’s
Indemnity Commitment to Consultant and the Moores. The Company shall indemnify, defend, and hold harmless the Consultant
and the Moores, to the fullest extent permitted by applicable law, from and against any damages or liabilities, including
reasonable attorney’s fees, that the Consultant or the Moores may sustain by reason of the Company’s acts or
omissions in connection with the consulting relationship or Services under this Agreement. Provided, however, that the
Consultant and the Moores shall not be indemnified for damages or liabilities to the extent that the Consultant or the Moores
receive the proceeds of insurance covering the same, or are otherwise reimbursed through some other source, nor will the
Consultant or the Moores be indemnified for damages or liabilities caused by the Consultant’s or the Moores’ own
acts or omissions. Separate counsel, reasonably acceptable to Consultant, shall be provided where joint representation would
or might create a conflict of interest. The Consultant and the Moores agree to cooperate with the Company’s counsel in
any legal proceeding, or in connection with any claim, where this obligation is or may be applicable.


11.
Consultant’s and the Moores’ Indemnitv Commitment to Company. The Consultant and the Moores indemnify, defend,
and hold harmless the Company, to the fullest extent permitted by applicable law, from and against any damages or liabilities,
including reasonable attorney’s fees, that the Company may sustain because of the Consultant’s or the Moores’
acts or omissions in connection with the consulting relationship or Services under this Agreement, including but not limited to
any damages that the Company may sustain related to MFHC’s minority shareholder, GN Resound or its Affiliates. Provided,
however, that the Company shall not be indemnified for damages or liabilities to the extent that the Company receives the proceeds
of insurance covering the same, or is otherwise reimbursed through some other source, nor will the Company be indemnified for
damages or liabilities caused by the Company’s own acts or omissions. Separate counsel, reasonably
acceptable to the Company, shall be provided where joint representation would or might create a conflict of interest. The Company
agrees to cooperate with the Consultant’s or the Moores’ counsel in any legal proceeding, or in connection with
any claim, where this obligation is or may be applicable.


12. 
Consultant’s and the Moores’ Representations. Consultant and the Moores hereby represent and warrant to the
Company that (i) they have entered into this Agreement of their own free
will for no consideration other than as referred to herein, (ii) the execution, delivery and performance of this Agreement by
Consultant and the Moores does not and will not conflict with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which Consultant or the Moores is a party or by which Consultant or the Moores is bound,
(iii) Consultant and the Moores are not parties to or bound by any employment, non-competition, confidentiality or other similar
agreement with any other Person and (iv) upon the execution and delivery of this Agreement by the Company, this Agreement will
be the valid and binding obligation of Consultant and the Moores, enforceable in accordance with its terms.


13. 
Notices. Any notice provided for in this Agreement will be in writing and will be either personally delivered, sent by
reputable overnight courier service, sent by facsimile (with hard copy to follow by regular mail) or mailed by first class mail,
return receipt requested, to the recipient at the address below indicated:


If
to Consultant or the Moores:


InnerScope
Advertising Agency, Inc.


2281
Lava Ridge Ct., Suite 130


Roseville,
CA 95661


Attn:
Matthew Moore, President


Fax:
916 218 4101


Email:
matthewmoore@hearingmed.com


 


with
a copy to:


InnerScope
Advertising Agency, Inc.


2281
Lava Ridge Ct., Suite 130


Roseville,
CA 95661


Attn:
Mark Moore, Chairman


Fax:
916 218 4101


Email:
markmoore@hearingmed.com


 


If
to the Company:


Helix
Hearing Care (California), Inc.


1101
Brickell Ave., Suite N401, Miami, Florida 33131


Attn:
President


 


 


with
a copy to:


Helix
Hearing Care (California), Inc.


1101
Brickell Ave., Suite N401, Miami, Florida 33131


Attn:
Maria C. Mayer, Esq.


Vice
President of Legal


Email:
mmye@widex.com


 


or
such other address or to the attention of such other person as the recipient Party will have specified by prior written notice
to the sending Party. Any notice under this Agreement will be deemed to have been given when so delivered, sent or mailed.


 


14. Complete
Agreement. This Agreement embodies the complete agreement and understanding among the Parties and supersedes and
preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may have
related to the subject matter hereof in any way.


15. Counterparts.
This Agreement may be executed in separate counterparts (including by facsimile signature pages), each of which is deemed to
be an original and all of which taken together constitute one and the same agreement.


16. Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Consultant, the Moores,
the Company and their respective heirs, successors and assigns. Consultant and the Moores may not assign their rights or
delegate their duties or obligations hereunder without the prior written consent of the Company. The Company may assign
its rights and obligations hereunder (including without limitation its rights under Section 7) without the consent of, or
notice to, the Consultant, to any of the Affiliates or to any Person that acquires the Company or any portion of its business
or its assets, in which case all references to the Company will refer to such assignee.


17. Choice
of Law; Exclusive Venue. THIS AGREEMENT, AND ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT
AND INTERPRETATION OF THIS AGREEMENT, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS. THE PARTIES AGREE THAT ALL
DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A
FLORIDA STATE COURT IN MIAMI-DADE COUNTY, FLORIDA (COLLECTIVELY THE “DESIGNATED COURTS”). EACH PARTY HEREBY
CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS AND THEIR APPELLATE COURTS. NO LEGAL ACTION, SUIT
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM.


18. Mutual
Waiver of Jury Trial. THE COMPANY AND CONSULTANT AND THE MOORES EACH WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE COMPANY AND THE CONSULTANT AND THE MOORES EACH AGREE
THAT ANY SUCH CLAIM OR CAUSE OF ACTION WILL BE TRIED BY A COURT TRIAL WITHOUT A JURY.


 


19. Effective
Date. This Agreement will become effective on the date of its execution and the closing of the transactions contemplated
by the Purchase Agreement (the “Effective Date”). If for any reason the closing of the transactions
contemplated by the Purchase Agreement does not occur, then this Agreement will not be effective and will be of no force or
effect.


 


20.
Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of
the Company, on the one hand, and the Consultant or the Moores, on the other hand, and no course of conduct or course of dealing
or failure or delay by any Party hereto in enforcing or exercising any of the provisions of this Agreement will affect the validity,
binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.


	CONSULTANT:
	 
	INNERSCOPE ADVERTISING AGENCY, INC.,
	a Nevada corporation
	 
	By:  /s/ Matthew Moore
	   Matthew Moore, President
	 
	THE MOORES:
	 
	 
	/s/ Mark Moore
	Mark Moore, an individual
	 
	/s/ Kim Moore
	Kim Moore, an individual
	 
	/s/ Matthew Moore
	Matthew Moore, an individual
	 
	 
	COMPANY: 
	 
	HELIX HEARING CARE (CALIFORNIA), INC.,
	a California corporation
	 
	By: /s/ Maria C. Mayer
	  Maria C. Mayer, Vice President




 




    	 



    	 



    

 


Exhibit
A


 


 


Services
to be provided by Consultant:


		•	Unlimited
                                         Licensing of Intela-Hear brand name and other affiliated brand names within the 20 stores
                                         and any new expansion stores with Moores



		•	Access
                                         and exclusive access to the Aware aural rehab program, within 10 miles of current 20
                                         stores



		▪	Additional
                                         cost is for the actual per license cost per patient and retail packaging, if desired.



		▪	Each
                                         Aware Code: $18.50



		▪	Each
                                         Aware retail package: $30 (includes Aware Brand CD POS package)



		•	Consultant
                                         will give exclusive territory of all services within 10 miles of all current 20 locations



		•	40
                                         hours per month of consulting with Lifestyle Hearing and any affiliates



		•	Topics
                                         can range from:



		▪	California
                                         Hearing Aid Dispensing Laws



		▪	Marketing
                                         and Advertising Consulting (does not include production of such marketing and advertising)



		▪	Management
                                         Consulting



		▪	Dispensing
                                         Consulting



		▪	Expansion
                                         Store Consulting



		▪	In-office
                                         Efficiency Consulting



		▪	SOP
                                         Consulting



		▪	Manpower
                                         and Recruiting Analysis



		▪	Protocols
                                         for Growth Potential



		▪	Maximizing
                                         Office Traffic Revenue Analysis






 




    	 



    	 



    

 


Exhibit
B


 


 


A-1 Hearing
Centers, 7730 AA Herschel Ave., La Jolla, CA


A-1 Hearing
Centers, 2934 Lincoln Ave., San Diego, CA


A-1 Hearing
Centers, 1132 San Marino Dr., San Marcos, CA


Audiologic
Associates of Santa Barbara, 215 West Pueblo St, Santa Barbara, CA


Audiologic
Associates of Santa Barbara, 2027 Village Lane, Solvang, CA


Greenley
Oaks, 795 Morning Star Drive, Sonora, CA


Hearing
Resource Center, 100 S. Ellsworth Ave., San Mateo, CA


True
Sound, 1539 Shoat Blvd., San Francisco, CA