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                                                                    Exhibit 10.6



                               RESOUND CORPORATION

                          CONTRACT CONSULTING AGREEMENT


This agreement, commencing as of July 1, 1996 between Richard L. Goode, M.D. and
RESOUND CORPORATION, a California corporation, respectively referred to
hereinafter as "Consultant" and "Company", is for the purpose of expressing the
mutual obligations of Consultant and Company as follows:

1.       Consultant agrees to perform the duties set forth in Section 2 below
         for a period not to exceed six (6) months, commencing July 1, 1996, and
         will be compensated for said services at the rate of $2500.00 per month
         by Company.

2.       Consultant's duties:
         R&D Support

3        Timing of payment will be within thirty (30) days from time of
         submission of an invoice unless otherwise agreed upon, but in no case
         will exceed forty-five (45) days after termination of this agreement.

4.       Either the Company or the Consultant may terminate this agreement at
         any time by giving of written notice of such intention to terminate to
         the other party. The expiration or termination of this agreement shall
         not terminate the obligation of the Consultant specified hereinafter.

5.       Consultant agrees not to disclose, publish or reveal to any other party
         whatsoever any trade secrets, techniques, inventions, discoveries,
         technology or processes which relate to the practices and businesses of
         the Company (collectively, the "Information") and to treat all such
         Information as secret and confidential, both during the duration of
         this agreement and after its termination. Consultant further agrees not
         to make use of, either directly or indirectly, any of the Information
         which Consultant receives from the Company other than with the specific
         prior written authorization of an authorized officer of the Company.



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Page Two


6.       All concepts, designs, design analyses, inventions, improvements, trade
         secrets and other proprietary information created in whole or in part
         by Consultant during the term of this agreement which relate to or are
         useable with respect to the subject matter of this consulting agreement
         or its design, manufacture or use shall be the sole property of the
         Company. Consultant agrees to promptly and fully disclose in writing
         all such concepts, designs, design analyses, inventions, improvements,
         trade secrets and other proprietary property to the Company and to
         execute patent applications relating to such inventions and assignments
         of the entire interest therein to the Company as requested, whether or
         not within the term of this agreement.

7.       All notes and records and copies thereof made or maintained by
         Consultant relating to his or her performance of this agreement are the
         property of Company and will be delivered to Company upon termination
         of this agreement.

8.       Consultant agrees to indemnify Company against any losses or expenses
         sustained by Company, including reasonable attorney's fees, by reason
         of the breach by Consultant of any term of this agreement.

9.       Nothing contained in this agreement shall be construed to constitute a
         partnership, joint venture, agency or employment relationship between
         the Company and Consultant, it being understood that Consultant shall
         at all times remain an independent contractor, and that the Company
         shall in no event be liable for the debts, liabilities or other
         obligations of the Consultant. Consultant shall have no authority to
         bind or otherwise obligate the Company to any contract or agreement and
         Consultant agrees that he will not represent to third parties that he
         has the authority to do so.

10.      The rights and obligations of the parties under this agreement shall be
         binding upon, and inure to the benefit of, their respective successors
         and assigns:



                              RESOUND CORPORATION

                              By /s/ Paul A. Busse
                                -------------------------------------------
                                   Paul A. Busse
                                   Senior Vice President, Finance and
                                   Administration and Chief Financial Officer

                              CONSULTANT

                              By /s/ Richard L. Goode, M.D.
                                -------------------------------------------
                                   Richard L. Goode, M.D.