**Exhibit 10.31****AMENDED AND RESTATED****EMPLOYMENT AGREEMENT**          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as ofthe 25th day of February, 2008, by and between HearUSA, Inc., a Delaware corporation (the“Company”), and Stephen J. Hansbrough (“Employee”).**Background:**          (a) Employee has been serving as the President and Chief Executive Officer of the Companyprior to the date hereof pursuant to the terms of an Employment Agreement dated effective August31, 2005.          (b) From and after February 25, 2008, the Company and Employee wish to continue theirrelationship, but pursuant to the terms and conditions provided herein.**Agreement**     In consideration of the mutual promises hereinafter set forth, IT IS HEREBY AGREED as follows:          1. Employment. Employee shall continue to be employed by the Company, with suchcontinued employment to be under the terms and conditions set forth herein, and Employee herebyaccepts such continued employment upon the terms and conditions set forth herein. The EmploymentAgreement between the parties dated effective August 31, 2005, is hereby superseded in its entiretyby this Agreement.          2. Term of Employment. The term of this Agreement shall commence on the date firstset forth above and shall end on the third anniversary of such date (the “Initial EmploymentPeriod”), and shall continue in effect for successive periods of one year thereafter unless eitherthe Company or Employee gives written notice of non-renewal at least 90 days prior to the end ofthe then current term of this Agreement, or unless sooner terminated as provided in Section 6, 7 or8 hereof. The Initial Employment Period and any renewal terms of this Agreement are referred toherein as the “Term of Employment.”          3. Location of Employment. Employee will continue to be located at the Company’scorporate offices in West Palm, Florida.          4. Duties.               (a) Employee shall serve in a full-time capacity with the title of President and ChiefExecutive Officer, reporting to the Board of Directors of the Company, and the Employee shall havethe authority, duties, responsibilities and status (including office, title and reportingrequirement) associated with the office of President and Chief Executive Officer (including thosecontemplated by the Company’s bylaws).
 

 
               (b) Employee shall be authorized by the Board of Directors to employ reasonable discretion inperforming Employee’s responsibilities.               (c) Employee shall have such further duties and responsibilities, not inconsistent with suchposition, as shall be assigned to the Employee by the Board of Directors of the Company.               (d) Employee shall devote his full business time and attention and such skill, energy andbest efforts as may be necessary for the faithful performance of duties assigned to Employee.          5. Compensation.               (a) During the Term of Employment, the Company shall pay Employee, as compensation for hisservices during the Employment Period, a base salary (the “Base Salary”) at a rate of Four HundredTwenty Thousand Dollars ($420,000.00) per year, such Base Salary to be payable in accordance withthe Company’s usual payment practices and to be subject to adjustment from time to time as may beagreed between the Employee and the Company. Employee shall be entitled to participate in theCompany’s current employee benefit plans, and will in the future be entitled to participate in anynew employee benefit plans that are put in place for the Company executive officers, provided thatany such plans shall be subject to the approval of the Board of Directors. Additionally, Employeeshall be entitled to such prerogatives of office as are the Company’s current practice, subject tothe right of the Company to revise such practices.               (b) The Employee will be eligible to participate in the equity compensation plans of theCompany, including the HearUSA 2007 Incentive Compensation Plan, subject to the discretion of theBoard of Directors of the Company.               (c) The Employee will be eligible to participate in the Company’s cash incentive plan, theterms of which shall be subject to the discretion of the Board of Directors of the Company.               (d) All compensation shall be subject to customary withholding taxes and other employmenttaxes as required with respect thereto.          6. Termination of Employment by the Company by Reason Other Than Change in Control.This Agreement and Employee’s employment may be terminated by the Company by reason other than aChange in Control as defined in Section 8 as follows:               (a) At the election of the Company, upon thirty days’ prior written notice to Employee in theevent Employee becomes disabled and such disability continues for a period exceeding three (3)consecutive months. In the event of a disagreement concerning the existence of any suchdisability, the matter shall be resolved by a disinterested licensed physician chosen by theCompany.               (b) At the election of the Company, for “Cause” immediately upon notice by the Company to theEmployee. “Cause” shall mean:
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               (i) willful or prolonged absence from work by the Employee (other than by reason ofdisability) or failure, neglect or refusal by the Employee to perform his duties andresponsibilities hereunder;               (ii) material breach by the Employee of any of the covenants contained in thisAgreement;               (iii) the Employee’s commission of fraud or dishonesty against the Company, itssubsidiaries, parent, affiliates or their respective officers, directors, stockholders oremployees; conduct intended to injure or having the effect of injuring the reputation,business or business relationships of the Company, its subsidiaries, parent or affiliates ortheir respective officers, directors or employees;               (iv) upon a charge by a governmental entity against the Employee of any crime involvingmoral turpitude or which could reflect unfavorably upon the Company or upon the filing ofany civil action involving the Employee and a charge of embezzlement, theft, fraud or othersimilar act; or               (v) failure or refusal of Employee to materially comply with the policies, standardsand regulations of the Company as from time to time may be made known to Employee.               (c) At the election of the Company, at any time, without Cause immediately upon notice by theCompany to Employee.               (d) Upon termination of this Agreement by the Company by reason other than a Change inControl as defined in Section 8, all rights and obligations of the parties hereunder shall cease,except: (*a*) if this Agreement and Employee’s employment are involuntarily terminated without Causeby the Company prior to the end of the Term of Employment in accordance with Section 6(c) above;or (*b*) if the Company gives written notice of non-renewal of this Agreement pursuant to Section 2above and Employee was willing and able to continue performing his duties under this Agreement,then               (i) Employee shall receive a lump sum of his Base Salary times two and the cash bonusto which the Employee would have been entitled absent the termination, assuming that allperformance targets would have been met, which lump sum shall be paid upon termination ofEmployee’s employment or as soon as administratively practicable thereafter, but in no eventlater than the fifteenth (15th) day of the third (3rd) month following the end of thecalendar year in which Employee’s employment terminates,               (ii) Employee’s health insurance and life insurance benefits shall continue for aperiod of 24 months after such termination, and               (iii) vesting of Employee’s unvested options shall be accelerated by 12 months and maybe exercised by Employee for such post-termination period as is prescribed by such optionagreements and related stock plan(s).
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               (e) Nothing contained herein will be construed to prevent Employee from seeking or obtainingother employment in the event the employment of Employee is terminated by the Company withoutCause. Termination of employment pursuant to this Section 6 or otherwise shall not terminate orotherwise affect the rights and obligations of the parties pursuant to Sections 9 through 12 andSection 15 hereof.          7. Termination of Employment by Employee by Reason Other Than Change in Control.Employee may terminate his employment with the Company at any time and for any reason, suchtermination to be effective immediately upon notice by Employee to the Company. Termination ofemployment pursuant to this Section 7 or otherwise shall not terminate or otherwise affect therights and obligations of the parties pursuant to Sections 9 through 12 and Section 15 hereof.          8. Change in Control. For the purposes of this Agreement,               (a) “Change in Control” shall mean the effective date of any of the following eventsoccurring during the term of Employee’s employment: (a) consummation of any consolidation, merger,statutory share exchange or other business combination as a result of which persons who werestockholders of the Company immediately prior to the effective date thereof beneficially own lessthan 50% of the combined voting power in the election of directors of the surviving or resultingentity following the effective date; (b) individuals who, as of the date hereof, constitute theBoard of Directors of the Company cease for any reason to constitute at least a majority of theBoard of Directors of the Company, provided that any person who is elected as a directorsubsequent to the date hereof by a vote of, or upon the recommendation of, at least a majority ofthe directors comprising the current Board (other than an individual whose initial assumption ofoffice is in connection with an actual or threatened election contest relating to the election ofthe directors of the Company) shall be considered a member of the current Board for thesepurposes; (c) consummation of any sale, lease, exchange or other transfer (in one transaction or aseries of related transactions) of all or substantially all of the assets of the Company; (d)shareholder approval of any plan or proposal for the liquidation or dissolution of the Company; or(e) acquisition of beneficial ownership by any “person” or “group” (as such term is used Sections13(d) and 14(d)(2) of the Exchange Act) of securities representing twenty percent (20%) or more ofthe combined voting power in the election of the Company’s directors, provided such acquisitionhas not been approved by at least a majority of the members of the Board of Directors in officeimmediately prior to the acquisition.               (b) “Good Reason” shall mean, the occurrence of one or more of the following conditionswithout the consent of Employee, provided Employee provides notice to the Company of the existenceof the applicable condition(s) within 90 days of the initial existence of the condition(s) and theCompany fails to remedy the condition(s) within 30 days of receipt of such notice (1) the scope ofEmployee’s responsibilities and/or discretion is/are materially diminished; or (2) the Companyrequires Employee to relocate his place of employment to a location greater than 100 miles fromthe Company’s current corporate headquarters in West Palm Beach, Florida; or (3) Employee’s BaseSalary is reduced by an amount greater than 25% and such reduction is not pursuant to aCompany-wide employee salary reduction plan or program.
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               (c) If there is a Change in Control of the Company and (*a*) this Agreement and Employee’semployment are involuntarily terminated without Cause by the Company, or (*b*) Employee terminateshis employment under this Agreement for Good Reason (as defined above) within eighteen months ofthe Change in Control, provided that such Good Reason arises after the Change in Control, then               (i) Employee shall receive a lump sum of his Base Salary times three and the cashbonus to which the Employee would have been entitled absent the termination, assuming thatall performance targets would have been met, which lump sum shall be paid upon terminationof Employee’s employment or as soon as administratively practicable thereafter, but in noevent later than the fifteenth (15th) day of the third (3rd) month following the end of thecalendar year in which the Employee’s employment terminates;               (ii) Employee’s health insurance and life insurance benefits shall continue for aperiod of 36 months after such termination;               (iii) all of Employee’s unvested options, if any, shall immediately vest and may beexercised by Employee for such post-termination period as is prescribed by such optionagreements and related stock plan(s); and               (iv) all of the Employee’s performance-based restricted stock, if any, shallimmediately vest and it shall be assumed that all performance targets for the restrictedstock had been achieved.Notwithstanding the foregoing, if it is determined that any payment or distribution by theCompany to or for the benefit of Employee (“Payments”) would be subject to the excise taximposed by Section 4999 of the Internal Revenue Code, then the Payments shall be reduced tothe greatest amount that could be paid to Employee without giving rise to any such excisetax.               (d) Termination of employment pursuant to this Section 8 or otherwise shall not terminate orotherwise affect the rights and obligations of the parties pursuant to Sections 9 through 12 andSection 15 hereof.          9. Third-Party Confidentiality. Employee acknowledges that the Company has disclosedthat the Company is now, and may be in the future, subject to duties to third parties to maintaininformation in confidence and secrecy. By executing this Agreement, Employee consents to be boundby any such duty owed by the Company to any third party.          10. Confidentiality; Return of Property.               (a) Employee acknowledges that Employee’s work for the Company is expected to bring him intoclose contact with various confidential business data of the Company, its contracting parties,affiliates and customers not readily available to the public. Accordingly, Employee:
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               (i) covenants and agrees that (A) during the Term of Employment, except pursuant toappropriate safeguards on confidentiality and only in connection with the business of theCompany and (B) after the Term of Employment, on any basis for any reason, Employee shallnot use or disclose to anyone except authorized personnel of the Company or the Company’sAffiliates (as defined below), whether or not for his benefit or otherwise, any confidentialmatters (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”), includingwithout limitation all confidential technical information of the Company, secrets, tradesecrets, proprietary software, copyrights, Client lists, lists of employees, confidentialevaluations, mailing lists, details of consultant contracts, pricing policies, sales dataand reports, margins, operational methods and processes, plans, financial information andother confidential business affairs, learned by Employee concerning the Company, its Clientsor a third party, including without limitation any subsidiaries, partners, affiliates,shareholders, employees, lenders, suppliers, consultants, agents or joint venture partnersof the Company (collectively, “Affiliates”); and               (ii) covenants and agrees that (A) all confidential memoranda, notes, lists (including,without limitation, mailing and Client lists), records and other confidential documents,whether in written, electronic or other form (and all copies thereof) made or compiled byEmployee or made available to him concerning the Company, its Clients and any Affiliates arethe sole property of the Company, and (B) if such documents are in the possession or controlof the Employee, the Employee shall deliver them, without retaining any copies thereof, tothe Company promptly at the time of the Employee’s termination of employment or at any othertime upon request by the Company.               (b) Section 10 shall not apply to any information that: (i) is publicly available or becomespublicly available through no act or fault of Employee; (ii) is made known to Employee by a thirdparty who did not obtain it directly or indirectly from the Company; (iii) is independentlydeveloped by Employee without use of the Company’s information as evidenced by credible writtenrecords of Employee; or (iv) is information required to be disclosed by operation of law,governmental regulation or court order provided that, if Employee determines that such disclosuremight be required, Employee will promptly notify the Company and provide the Company, to theextent practicable, an opportunity to seek a protective order or other appropriate remedy toprevent such disclosure.               (c) Upon the termination of the Employee’s employment hereunder for any reason, the Employeeshall promptly return to the Company any property owned by the Company or furnished to theEmployee by the Company for use in connection with Employee’s services hereunder.          11. Noncompetition/Conflicts of Interest.               (a) The Employee covenants and agrees that the Employee shall not, directly or indirectly, asa principal, employee, partner, consultant, agent or otherwise, compete
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or assist in a Competitive Activity anywhere in the United States during the Term ofEmployment and for a period of two years after the termination of this Agreement (the “RestrictedPeriod”) without the express prior written consent of the Company; provided, however, that therunning of the Restricted Period shall be tolled during any period of time in which Employeeviolates the provisions of this Section. “Competitive Activity” means the promotion, marketing orsale of hearing care products and services.               (b) During the Restricted Period, Employee shall not, directly or indirectly, alone or inconcert with others, solicit or encourage any employee of the Company, or an employee of anyperson or entity 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 leave theirrespective employment or hire any employee of the Company.          12. Acknowledgment Regarding Restrictions. Employee recognizes and agrees that therestraints contained in Section 11 are reasonable in view of the Company’s legitimate interests inprotecting its business. Employee further acknowledges that the limitations contained in Section11 are reasonable as to the duration in time, as to geographic scope and as to the nature of theactivities restricted. However, in the event an appropriate court determines that the provisionsof Section 11 are excessively broad as to duration, geographic scope, prohibited activities orotherwise, the parties agree that Section 11 may be reduced or curtailed to the extent necessary torender it enforceable.          13. Vacation and Holidays. The Employee shall be entitled to vacation allowance andholidays in accordance with the policies of the Company as in effect from time to time for itsemployees.          14. Non-Waiver of Rights. The Company’s failure to enforce at any time any of theprovisions of this Agreement or to require at any time performance by the Employee of any of theprovisions hereof shall in no way be construed to be a waiver of such provisions or to affecteither the validity of this Agreement, or any part of it, or the right of the Company thereafter toenforce each and every provision in accordance with the terms of this Agreement.          15. The Company’s Right to Injunctive Relief. In the event of a breach or threatenedbreach of any of Employee’s duties and obligations under the terms and provisions of Section 10 orSection 11, Employee agrees that the Company shall be entitled to a temporary restraining order anda preliminary and permanent injunction to prevent such breach or threatened breach because the harmwhich might result to the Company’s business as a result of any noncompliance by Employee with anyof the provisions of Section 10 or Section 11 may be irreparable. Employee acknowledges that theCompany’s entitlement to injunctive relief shall be in addition to the Company’s entitlement todamages.          16. Assignments. This Agreement shall be freely assignable by the Company and shallinure to the benefit of, and be binding upon, the Company, its successors and assigns and/or anyother corporate entity which shall succeed to the business being operated by the Company, but,being a contract for personal services, neither this Agreement nor any rights hereunder areassignable by the Employee.
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          17. Governing Law. This Agreement shall be interpreted in accordance with andgoverned by the laws of the State of Delaware without regard to its conflict of law rules.          18. Amendments. No modification, amendment or waiver of any of the provisions of thisAgreement shall be effective unless in writing and signed by the parties hereto.          19. Notices. Any notices to be given by either party hereunder shall be in writingand shall be deemed to have been duly given if delivered or mailed, certified or registered mail,postage prepaid, as follows: to the Company at 1250 Northpoint Parkway, West Palm Beach, Florida33407, Attention: Board of Directors; and to Employee at the address set forth beneath hissignature below; or to such other address as may have been furnished to the other party in writing.          20. Entire Agreement. This Agreement is the entire agreement between the parties andsupersedes any previous oral or written agreement or understanding between the Company and theEmployee with respect to the subject matter hereof. There are no representations, warranties,promises or undertakings between the parties relating to the subject matter of this Agreement otherthan those set forth herein.          21. Severability. If any provision of this Agreement shall be determined to beillegal or unenforceable, the remaining provisions of this Agreement shall remain in full force andeffect, and this Agreement shall be construed as if the illegal or unenforceable provision were nota part hereof, so long as the remaining provisions of this Agreement shall be sufficient to carryout the overall intent of the parties as expressed herein.          22. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameinstrument.          23. Headings. The headings in this Agreement are for reference purposes only andshall not in any way affect the meaning or interpretation of this Employment agreement.
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          IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date firstabove written.      HearUSA, Inc.