EXHIBIT 10.3
 LICENSE AGREEMENT
 THIS AGREEMENT th
 BETWEEN
 HearUSA, INC.,
a corporation established under the laws of Delaware.
1250 Northpoint Parkway, West Palm Beach, FL 33407Telephone Number:
    
    (561) 478-8770 ext. 133Fax Number:
    
    (561) 688-8893
  AND
 HELIX HEARING CARE OF AMERICA CORP.,
a corporation established under the laws of Canada
815 Taylor Creek Drive, Suite 203, Cumberland, ON K1C 1T1Telephone Number:
    
    (613) 824-2771Fax Number:
    
    (613) 824-1109
  IN CONSIDERATION
 1. BACKGROUND AND DEFINITIONS
   2. LICENSE
  (a)
    
    to use the Software in connection with Licensees operations, for the benefit
of Licensee, in accordance with the terms of this Agreement, including: (i) use for
disaster recovery, training, testing and production purposes; and (ii) running,
executing, storing, transmitting, copying and networking the Software;
 (b)
    
    to reproduce copies of applicable Documentation as required by Licensee;
 (c)
    
    to duplicate the Software for archival or back-up purposes and store such
duplicate copies at locations other than Licensees location set out at the start of
this Agreement provided that: (i) the copy contains all of the original Softwares
proprietary notices; (ii) Licensee maintains accurate and up-to-date records of the
location of any copy made; and (iii) Licensee agrees not to transfer any back-up copy
of the Software unless in accordance with the assignment provisions of this Agreement;




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(d)
    
    to use the Software at an alternative processing site concurrent with use in
the primary processing location for disaster recovery purposes, as well as for disaster
recovery testing and drills; and
 (e)
    
    to create interfaces between the Software and other systems and program
materials as may be required by Licensee to achieve the maximum benefits from its use
of the Software and of such other systems and program materials.
     (a)
    
    decompile, disassemble, or reverse engineer the Software; or
 (b)
    
    modify or create any derivative works based on the Software.
   3. FEES AND PAYMENT
    4. TERMINATION
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5. CONFIDENTIAL INFORMATION
  6. WARRANTIES AND DISCLAIMERS OF WARRANTIES
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7. INDEMNIFICATION
   8. LIMITATION OF LIABILITY
     9. DISPUTE RESOLUTION
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10. NOTICE
  11. GENERAL
   (a)
    
    The headings used in this Agreement are for convenience of reference only, and
are not intended to be full or accurate descriptions of the content of the paragraphs.
 (b)
    
    No provision of this Agreement will be interpreted against any party merely
because that party or its legal representative drafted the provision.
 (c)
    
    This Agreement has been drawn up in English at the request of the parties.
 (d)
    
    All remedies are cumulative.
 (e)
    
    This Agreement is for the benefit of, and binding upon the parties, their
successors and permitted assigns.
 (f)
    
    Throughout this Agreement, the term including or the phrases e.g., or for
example have been used to mean including, without limitation. The examples provided
should not be considered to be all-inclusive.
 (g)
    
    Words denoting the singular include the plural and vice versa, and words
denoting any gender include all genders.
 (h)
    
    Except as otherwise provided, the terms hereunder, herein, hereby,
hereof, hereto, hereinafter and any other similar expression when used in this
Agreement usually refer to this Agreement as a whole rather than to any particular
section thereof.
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HearUSA, INC.
    
    
    
    HELIX HEARING CARE OF AMERICA CORP.By:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    Title:
 [Signature page to the License Agreement]
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SCHEDULE A
GLOSSARY
  Affiliate
 Agreement
 Business Day
 Confidential Information
 Dispute
 Documentation
 Effective Date
 Enhancements
 Fees
 Harmful Code
 Intellectual Property Rights
 Laws and Regulations
 Person
 Personal Health Information
 Personal Information
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PHIPA
 Representatives
 Software
 Update
 User
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SCHEDULE B
SOFTWARE
  1. OBJECT CODE
  (a)
    
    Patient Information Module
   (b)
    
    Appointment Scheduler Module
   (c)
    
    Order Module
   (d)
    
    Invoice & Returns Module
   (e)
    
    Medical Reporting Module
  (i)
    
    Captures the patients audiometric history
 (ii)
    
    Food and Drug Administration (FDA) questions
 (iii)
    
    Prior hearing aid (HA) history which includes purchases
 (iv)
    
    Help feature to interpret audiometric data
 (v)
    
    Audiometric findings including speech testing
 (vi)
    
    Immittance Testing
 (vii)
    
    Summary of findings and recommendations
 (viii)
    
    Data can feed into a separate marketing database (Not included)
 (ix)
    
    Produces a medical consultation form
 (x)
    
    Auditory brainstem response/electronystagmography (ABR/ENG) interpretation and reporting
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(f)
    
    Physician Referral Module
   (g)
    
    Operational Reporting Module
   (h)
    
    Daily Transaction Module
   (i)
    
    Call-Center Capable Interface Module
   (k)
    
    Data Mining/Marketing Abilities Module
   (l)
    
    Price Quoting System Module
   (m)
    
    Insurance & Member Information Module
   (n)
    
    Insurance Plan Entry Module
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(o)
    
    Plan/Benefit Lookup Module
   (p)
    
    Report Catalogue Module.
  2. DOCUMENTATION
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EXHIBIT A TO SCHEDULE B
HELIX HEARING CARE CENTRE CMS AND HELIX PROCEDURES
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EXHIBIT B TO SCHEDULE B
SCHEMATIC DIAGRAM OF SOFTWARE
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SCHEDULE C
CONFIDENTIALITY AND PRIVACY
 1. CONFIDENTIALITY
  (a)
    
    Confidential Information means any and all information and materials, which:
(i) are designated in writing, as confidential at the time of disclosure, or (ii) a
reasonable person, having regard to the circumstances, would regard as confidential,
including Personal Information. For clarity, the Software and Documentation are
Confidential Information.
 (b)
    
    Both parties recognize that the protection of any Confidential Information
provided or made available by either party or from whom access is otherwise obtained,
is of vital importance to the party who provided it or made it available or from whom
access is otherwise obtained.
 (c)
    
    Both parties acknowledge that Confidential Information may include Personal
Health Information and that protecting the privacy of the individuals to whom such
information relates is of paramount concern.
 (d)
    
    Disclosing Party means, with respect to any item of Confidential Information,
the party who provides or otherwise makes available such Confidential Information to
the other party, or from whom access to the Confidential Information is otherwise
obtained, either directly or indirectly.
 (e)
    
    Recipient means, with respect to any item of Confidential Information, the
party who receives or otherwise obtains access to such information.
  (a)
    
    is or at any time is made generally available to the public by the Disclosing
Party, but only after it becomes generally available to the public;
 (b)
    
    is known to the Recipient (as substantiated by cogent and reliable written
evidence in the Recipients possession) free of any restrictions at the time of
disclosure;
 (c)
    
    is independently developed by the Recipient through individuals who have not
had either direct or indirect access to the Confidential Information; and
 (d)
    
    is rightfully obtained by the Recipient, without any obligation of confidence
of any kind, from a third party who had a right to transfer or disclose it to the
Recipient free of any obligation of confidence.
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(a)
    
    ALL CONFIDENTIAL INFORMATION PROVIDED BY OR ON BEHALF OF THE DISCLOSING PARTY
IS PROVIDED ON AN AS IS BASIS, WITHOUT ANY WARRANTY, REPRESENTATION OR CONDITION OF
ANY KIND.
 (b)
    
    WITHOUT LIMITING SECTION 1.5(a), EACH PARTY EXPRESSLY EXCLUDES THE FOLLOWING
REPRESENTATIONS, CONDITIONS AND WARRANTIES WITH RESPECT TO ITS CONFIDENTIAL
INFORMATION: ACCURACY, COMPLETENESS OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
RIGHTS OR OTHER RIGHTS OF THIRD PARTIES.
  (a)
    
    keep the Disclosing Partys Confidential Information confidential and secure;
 (b)
    
    use the Disclosing Partys Confidential Information only in accordance with
this Agreement and only for the purpose of fulfilling its obligations and exercising
its rights under this Agreement and will not directly or indirectly disclose, destroy,
exploit or use any Confidential Information of the Disclosing Party for any other
purpose;
 (c)
    
    use at least the same degree of care to protect the Disclosing Partys
Confidential Information as the Recipient uses to protect its own confidential
information of a like nature, but in any event shall not use a standard of care that is
less than a reasonable standard of care, taking into account the sensitivity of any
applicable items of Confidential Information;
 (d)
    
    not disclose the Disclosing Partys Confidential Information to any person
other than the Recipients Representatives who have a need to know it for the purposes
described in paragraph (b) above and who are bound by a written contract to keep
confidential the confidential information of third parties including the Confidential
Information, at least to the same extent as set forth in this Agreement;
 (e)
    
    not make copies of any of the Disclosing Partys Confidential Information or
modify it other than as expressly permitted under this Agreement;
 (f)
    
    not remove any confidentiality, copyright or other proprietary rights notices
from any of the Disclosing Partys Confidential Information including from any copies
of such Confidential Information;
 (g)
    
    upon demand, inform the Disclosing Party of the location of the Disclosing
Partys Confidential Information and the measures that the Recipient has taken to
preserve its confidentiality; and
 (h)
    
    notify the Disclosing Party immediately upon becoming aware of any unauthorized
copying, disclosure or use of the Disclosing Partys Confidential Information by the
Recipient or by any Representative or other individual or entity to whom the Recipient
has disclosed Confidential Information pursuant to this Agreement, and make a
commercially reasonable effort to minimize the effect of any such use or disclosure.
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2. PRIVACY
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SCHEDULE D
DISPUTE RESOLUTION
 1. DEFINITION OF DISPUTE
  2. GENERAL PRINCIPLES
           3. RESOLUTION
    (a)
    
    If the time periods set out in Section 3.1 of this Schedule D applicable to any
Dispute expire without that Dispute being resolved, either Party may upon Notice to the
other Party, initiate arbitration of the Dispute in accordance with the Rules of the
American Arbitration Association (or its successor) in effect at the date of
commencement of such arbitration to the extent that the provisions of such rules are
not inconsistent with the provisions of this Agreement (the Rules).
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(b)
    
    If the arbitrator fails to render a decision within 30 days following the final
hearing of the arbitration or any extension of time thereto granted with the written
consent of both Parties, either Party may terminate the appointment of the arbitrator
and a new arbitrator shall be appointed in accordance with these provisions.
 (c)
    
    The arbitration shall:
 (i)
    
    be before a single arbitrator appointed in accordance
with the Rules;
 (ii)
    
    take place in Buffalo, New York at a time, date and place
specified by the arbitrator unless otherwise agreed in writing by Licensee
and Licensor; and
 (iii)
    
    be final and binding and may be enforced in the same
manner as a judgment or order to the same effect, and no appeal shall lie
therefrom except on questions of law or the jurisdiction of the arbitration.
 (d)
    
    The arbitrator:
 (i)
    
    shall not be interested financially in this Agreement or
in either Partys business;
 (ii)
    
    shall not be employed by either Party or employed by a
person engaged by either Party;
 (iii)
    
    shall be required to make his award as soon as possible,
and if at all practicable, within 10 days after the conclusion of the
arbitration hearing;
 (iv)
    
    may appoint independent experts and any other person to
assist him or her in the hearing of the arbitration;
 (v)
    
    may determine all questions of law and jurisdiction
including questions as to whether the dispute is arbitrable;
 (vi)
    
    may determine any question of fact including questions of
good faith, dishonesty or fraud arising in the Arbitration;
 (vii)
    
    may order any Party to furnish such further details of
that Partys case, as to fact or law, as it may require;
 (viii)
    
    may require or permit the Parties to give evidence under oath or solemn
affirmation;
 (ix)
    
    may order the Parties or either of them to make interim
payments towards the costs of the Arbitration;
 (x)
    
    shall have the right to grant permanent and interim
damages or injunctive relief; and
 (xi)
    
    shall have the discretion to award costs including
reasonable legal fees, interest and costs of the arbitration; provided that
the Arbitrator shall not have the right to award any punitive or other
damages specifically excluded by this Agreement.
 (e)
    
    Unless the Parties shall at any time otherwise agree in writing, the arbitrator
shall have the power, on the application of either of the Parties or of its own motion
(but in either case only after hearing or receiving any representations from the
Parties concerned that it determines in its discretion to be appropriate):
 (i)
    
    to allow other parties to be joined in the Arbitration
with their express consent, and make a single final award determining all
disputes between them;
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(ii)
    
    to allow any Party, upon such terms (as to costs and
otherwise) as it shall determine, to amend its claim, defence, reply,
counter-claim or defence to counter-claim;
 (iii)
    
    to extend or abbreviate any time limits provided by
these Rules or by its directions;
 (iv)
    
    to direct the Parties to exchange written statements,
whether or not verified by oath or affirmation, of the evidence of
witnesses, and direct which of the makers of such statements are to attend
before it for oral examinations;
 (v)
    
    to determine what witnesses (if any) are to attend before
it, and the order and manner (including cross-examination) in which, and by
whom, they are to be orally examined;
 (vi)
    
    to conduct such further or other inquiries as may appear
to it to be necessary or expedient;
 (vii)
    
    to order the Parties to make any property or thing
available for its inspection or inspection by another Party and inspect it
in their presence;
 (viii)
    
    to order the Parties to produce to it, and to each other for inspection,
and to supply copies of, any documents or classes of documents in their
respective possession, control or power that it determines to be relevant;
 (ix)
    
    to order the preservation or storage of any property or
thing under the control of any of the Parties relevant to the Dispute before
it; and
 (x)
    
    to make interim orders for security for costs for any
Partys own costs, and to secure all or part of any amount in dispute in the
Arbitration.
 (f)
    
    Each Party shall:
 (i)
    
    cooperate with the arbitrator;
 (ii)
    
    provide the arbitrator with all information in its
possession or under its control necessary or relevant to the matter being
determined;
 (iii)
    
    use its best efforts to cause any arbitration hearing
that may be held hereunder to be:
 (A)
    
    started as soon as practicable, and not later
than 60 days of when the arbitrator is appointed; and
 (B)
    
    completed as soon as practicable, and if
possible, within one day.
 (g)
    
    Disputes involving more than two parties shall be settled by one arbitration,
as determined by the arbitration procedures adopted in this clause.
 (h)
    
    Where by this clause any Dispute is to be referred to arbitration, the making
of a final award shall be a condition precedent to any right of action by either Party
against the other.
 (i)
    
    Judgment upon an award, including any interim award, rendered by the arbitrator
may be entered in any Court having jurisdiction thereof.
 (j)
    
    The arbitrators fee shall be equally shared by the Parties. The fees of any
independent experts and any other persons appointed to assist the arbitrator shall be
shared equally by the Parties.
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HearUSA, INC.
    
    
    
    HELIX HEARING CARE OF AMERICA CORP.Signature:
    
    /s/ Stephen J. Hansbrough
    
    
    
    Signature:
    
    /s/ Stephen J. HansbroughName:
    
    Stephen J. Hansbrough
    
    
    
    
    
    Name:
    
    Stephen J. HansbroughTitle:
    
    Chairman and CEO
    
    
    
    
    
    Title:
    
    Chairman and CEO
 [Signature page to License Agreement]
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