**Exhibit 10.30****EXECUTIVE RETIREMENT AGREEMENT**     This Retirement Agreement is entered into this 4th day of February, 2008, by and betweenHearUSA, Inc. (the “Company”) and Paul A. Brown, M.D. (“Brown”) (collectively the “Parties”).     WHEREAS, Company provides hearing care to patients primarily through hearing care centersoffering a complete range of hearing care products, with operations in the United States andOntario, Canada;     WHEREAS, Brown is the founder of the Company, has been an officer and employee of the Companysince its formation and has served on the Company’s Board of Directors, most recently serving inthe position of Chairman of the Board pursuant to an Employment Agreement made as of August 31,2005;     WHEREAS, as part of the Company’s succession planning, Brown desires to resign from hisservice as an executive and employee of the Company;     WHEREAS, on the terms and conditions set forth below, the Parties desire to provide for theterms of Brown’s retirement as an executive and employee of the Company.     NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is herebyacknowledged, the Parties enter into this Agreement and agree as follows:**1.****Termination of Employment Agreement**     Effective on the date hereof, the Parties hereby terminate the Employment Agreement. Suchtermination in no way shall effect Brown’s service as a director on the Company’s Board ofDirectors.**2.****Separation Payments**     The Company shall pay to Brown a sum equal to three times Brown’s current base salary of$240,000, which amount shall be payable in equal monthly installments, less applicable withholding,over three years commencing February 1, 2008 and ending January 1, 2011 (subject to the terms setout herein). The payments made on or after February 1, 2008, but on or before March 15, 2009,shall each be deemed to be a separate payment qualifying under the short-term deferral rule forpurposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and thepayments made after March 15, 2009 shall each be deemed to be a separate payment for purposes ofSection 409A of the Code.**3.****Continuation of Benefits**     During the thirty-six (36) months following Brown’s termination of employment, Brown shall beentitled to continue to receive the health and life insurance benefits he enjoyed while employed bythe Company immediately prior to the termination of his Employment Agreement as provided herein;provided, however, that in the event Brown’s participation in any such
 

 
employee benefit plan or program is barred, the Company shall arrange to provide Brown withsubstantially similar benefits.     Brown acknowledges that (i) a “qualifying event” within the meaning of the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) occurred with respect to Brown onthe date hereof (the “termination date”), as a result of which Brown would lose coverage under theCompany’s group health plan as of February 28, 2008; (ii) Brown has received timely written noticeof his right to elect to receive continuation coverage under said group health plan pursuant toCOBRA (“COBRA Coverage”) after March 1, 2008) (following end of coverage); and (iii) inconsideration of the terms of this Agreement, Brown has waived his right to receive COBRA Coverage.**4.****Acceleration of Unvested Stock Options and Exercise of Vested Stock Options**     The Company and Brown agrees that, notwithstanding any term to the contrary in option grantagreements, all stock options issued to Brown prior to the termination of the Employment Agreementwhich were outstanding but unvested, shall immediately vest and Brown shall be entitled to exerciseany stock options vested on the date of this Agreement by virtue of this Agreement or otherwise fora period equal to the shorter of (i) thirty-six (36) months from the date of this Agreement, or(ii) the expiration date of such option.**5.****Public Announcement**     The Parties shall mutually agree upon an appropriate press release to disclose the fact ofBrown’s retirement as an executive of the Company. Until the issuance of such press release, Brownagrees to maintain as confidential and not disclose orally or in writing, directly or indirectly,to any person any information concerning his employment with or retirement from the Company,including any information about the terms of this Agreement. Thereafter, Brown and the Companyagree to limit disclosures to the information contained in the press release and any Current Reporton Form 8-K which may be required to be filed upon the execution of this Agreement. Nothing hereinshall preclude Brown from disclosing the terms of this Agreement to his accountant, legal counsel,insurer or tax advisors; provided that such accountant, legal counsel, insurer or tax advisors areadvised of and agree to be bound by the provisions of this paragraph and that Brown acknowledgesthat he will be responsible for any violation of the terms of this paragraph by any of thosepersons. Brown acknowledges his responsibilities under the federal securities laws to maintain asconfidential all material nonpublic information about the Company and that the informationconcerning the fact and terms of this Agreement may be deemed to be material nonpublic informationuntil fully disclosed by the Company pursuant to its Corporate Communications Policy.**6.****Confidential Information, Non-Solicitation**     Brown acknowledges and agrees that certain obligations set forth in the Employment Agreementsurvive the termination of his employment, notwithstanding the termination of the EmploymentAgreement. Specifically, Brown agrees as follows:
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 (a) Third party confidentiality. Brown acknowledges that the Company has disclosedthat it was subject to duties to third parties to maintain information in confidenceand secrecy. Brown agrees to continue to be bound by any such duties owed by theCompany to any third party.  (b) Confidentiality. Brown acknowledges that his work for the Company brought himinto close contact with various confidential business data of the Company, itscontracting parties, affiliates and customers not readily available to the public.Accordingly, Brown: (i) covenants and agrees that on and after the date hereof, on anybasis for any reason, Brown shall not use or disclose to anyone, whether or notfor his benefit or otherwise, any confidential matters (collectively,“Confidential Matters”) concerning the Company or its suppliers, consultants,agents, other contracting parties or customers, whether such customers aredeemed former, current or potential customers (collectively, the “Clients”),including without limitation all confidential technical information of theCompany, secrets, trade secrets, proprietary software, copyrights, customerlists, lists of employees, confidential evaluations, mailing lists, details ofconsultant contracts, pricing policies, sales data and reports, margins,operational methods and processes, plans, financial information and otherconfidential business affairs, learned by Brown concerning the Company, itsclients or a third party, including without limitation any subsidiaries,partners, affiliates, shareholders, employees, lenders, suppliers, consultants,agents or joint venture partners of the Company (collectively “Affiliates”);and  (ii) covenants and agrees that (A) all confidential memoranda,notes, lists (including, without limitation, mailing and client lists), recordsand other confidential documents, whether in written, electronic or other form(and all copies thereof) made or compiled by Brown or made available to himconcerning the Company, its clients and any Affiliates are the sole property ofthe Company, and (B) if such documents are in the possession or control ofBrown, Brown shall deliver them, without retaining any copies thereof, to theCompany upon a request to him by the Company.  (iii) The provisions of subparagraph (b)(i) above shall not apply toany information that: (1) is publicly available or becomes publicly availablethrough no act or fault of Brown; (2) is made known to Brown by a third partywho did not obtain it directly or indirectly from the Company; (3) isindependently developed by Brown without use of the Company’s information asevidence by credible written records of Brown; or (4) is information requiredto be disclosed by operation of law, governmental regulation or court orderprovided that, if Brown determines that such disclosure might be required,Brown will promptly notify the Company
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   and provide the Company, to the extent practicable, an opportunity to seek aprotective order or other appropriate remedy to prevent such disclosure. (c) Non-Solicitation. Brown agrees that for a period of one year from the date oftermination, he shall not, directly or indirectly, alone or in concert with others, (i)solicit or encourage any employee of the Company, or an employee of any person orentity with which the Company has an agreement through which the Company and the personor entity are to act in concert with respect to the business of the Company, to leavetheir respective employment or (ii) hire any employee of the Company.**7.****Key Man Life Insurance**     The parties acknowledge that the Company currently owns a term life insurance policy on thelife of Brown naming the Company as beneficiary. In light of Brown’s retirement, the Companyagrees to cancel the policy or, at Brown’s request, transfer the policy to Brown at Brown’s solecost and expense. Brown agrees to assume any and all premiums associated with such policy in theevent he elects to have the Company transfer the policy to him.**8.****Future Cooperation**     Brown agrees to execute any other writings and/or documents consistent with this Agreement andreasonably necessary to effectuate the terms of this Agreement. In addition, Brown will complywith all reasonable requests from the Company for assistance and/or information in connection withany matters and/or issues relating to or encompassed within the duties and responsibilities ofBrown’s employment, including without limitation, consulting with any of the employees and/orattorneys of the Company with respect to, and/or appearing as a witness in, any dispute,controversy, action or proceeding of any kind. Reasonable out-of-pocket expenses actually incurredby Brown in connection with his compliance with this paragraph will be reimbursed to Brown by theCompany.**9.****Return of Company Property**     Brown agrees to return to the Company on its request all property of the Company in hispossession or over which he retained control such as keys, computers, cell phones, credit cards,access cards, records, documents and files and all copies and recordings thereof.**10.****Entire Agreement and Severability**     This Agreement constitutes the sole and complete understanding and agreement between theParties with respect to the matters set forth herein, and there are no other agreements orunderstandings, whether written or oral and whether made during the course of negotiating thisAgreement or otherwise, with respect to the matters set forth herein. The Parties acknowledgethat, in executing this Agreement, they are not relying on any representation or statement made tothem by any person other than as set forth herein. No term, condition, covenant, representation oracknowledgment contained in this Agreement may be amended unless in a
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writing signed by the Parties. If any section of this Agreement is determined to be void,voidable or unenforceable, it shall have no effect on the remainder of the Agreement which shallremain in full force and effect.**11.****Governing Law**     This Agreement shall in all respects be subject to, governed by and enforced and construedpursuant to and in accordance with the laws of the State of Delaware, without regard to andexcluding its choice of law rules.**12.****Binding Agreement and Execution**     This Agreement shall be binding upon and inure to the benefit of the successors, heirs,devisees, legatees, executors, administrators, assignees, trustees, affiliates and parent companiesof each of the Parties as provided for herein. In the event of Brown’s death prior to thecompletion of payments to Brown as provided in Paragraph 2, such payments will be payable toBrown’s executors, administrators or heirs as may be the case. In the event of Brown’s death priorto the exercise of options as contemplated by Paragraph 4, Brown’s executors, administrators orheirs, as may be the case, may exercise such options as contemplated by the Plan(s) pursuant towhich such options were granted for the period provided in Paragraph 4. This Agreement may beexecuted in one or more counterparts. The several executed counterparts shall be considered anoriginal and shall be binding on the Parties.**13.****Miscellaneous**          a. The captions in this Agreement are inserted for convenience of reference only and in no waydefine, describe or limit the scope or intent of this Agreement or any of the provisions hereof.          b. As used in this Agreement, the masculine shall include the feminine and neuter, thesingular shall include the plural and the plural shall include the singular, as the context mayrequire.          c. No rules of construction against the drafter of this Agreement shall apply in anyinterpretation or enforcement of this Agreement.     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first abovewritten.        Date:     2/4/2008 /s/ Paul A. Brown, M.D.   Paul A. Brown, M.D.     
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          Date:     2/4/2008 HearUSA, Inc.