**Exhibit 10.1****AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**     THIS AGREEMENT is entered into as of August 25, 2006 by and between HearUSA, Inc., having itsprincipal office at 1250 Northpoint Parkway, West Palm Beach, Florida 33407 (“Borrower”) andSiemens Hearing Instruments, Inc., having an office at 10 Constitution Avenue, Piscataway, NewJersey 08854 (the “Lender”) and amends that certain Amended And Restated Credit Agreement betweenthe parties dated as of February 10, 2006 (the “Credit Agreement”). All capitalized terms nototherwise defined herein shall have the same meaning as set forth in the Credit Agreement.**RECITALS**     Whereas, Borrower and Lender have agreed to modify the terms of the Credit Agreement as setforth in this Amendment To Amended And Restated Credit Agreement (“Agreement”).     Now, therefore, in consideration of the Lender’s continued extension of credit and theagreements contained herein, the parties agree as follows:**AGREEMENT**     **1.** **MODIFICATIONS.** The Credit Agreement be and hereby is modified as follows:       (A) Definitions.       (i) The following definitions are hereby added to the Credit Agreement:         “Tranche C-1 Loan”, “Tranche C-2 Loan,” and “Tranche C-3 Loan”shall have the meanings specified in Section 2.03(c).       (ii) The definition of “Tranche C Loan” is hereby deleted, and replaced with thefollowing:         “Tranche C Loan” has the meaning specified in Section 2.01(c), and shall include theTranche C-1 Loan, the Tranche C-2 Loan, and the Tranche C-3 Loan.       (iii) The definition of “Tranche C Loan Commitment” is hereby deleted, and is replacedwith the following:         “Tranche C Loan Commitment” means the commitment of the Lender to make the Tranche CLoan to the borrower on the Closing Date in the principal amount of $21,064,665.09 and theoption of the Lender to make additional Tranche C Loans to the Borrower pursuant to Section2.01(c), all in an aggregate principal amount not to exceed $26,000,000 less any amountsoutstanding under the Tranche A Loan and Tranche B Loan.       (B) Section 2.03(c) is hereby deleted, and replaced by new Section 2.03(c) to read as follows:         (c) Repayment of Tranche C Loans. (i) Tranche C-2 Loan. Effectiveon the Closing Date, the principal balance of the Tranche C-1 Loan was $6,636,130.93(the “Tranche C-2 Loan”). On the first day of each month commencing on the firstday of March 2006 and ending on the Maturity Date (a “Tranche C Monthly PaymentDate”) the Borrower shall repay the principal balance of the Tranche C-
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         2 Loan, along with accrued and unpaid interest thereon as provided by Section2.06(b), in equal amortized monthly payments each in an amount of $130,000 (eachsuch amount the “Fixed Monthly Tranche C Payment”). (ii) Tranche C-1 and TrancheC-3 Loans. Effective on the Closing Date, the principal balance of the TrancheC-1 Loan was $14,428,534.16 (the “Tranche C-1 Loan”). Effective on the ClosingDate, the principal balance of the Tranche C-3 Loan was $0 (the “Tranche C-3 Loan”).All loans made under Tranche C until and including June 30, 2006 shall be made asTranche C-1 Loans and all loans made under Tranche C after June 30, 2006 shall beTranche C-3 Loans. On the 20th day after the last day of each Fiscal Quartercommencing with the fourth quarter of 2006 (i.e., on January 20, 2007) and ending onthe Maturity Date (a “Tranche C Quarterly Payment Date”), subject to the deemedpayments credits as contemplated by Section 2.03(d) below, the Borrower shall pay anamount equal to $730,000, plus accrued and unpaid interest as provided by Section2.06(b) (each such amount, the “Required Tranche C Quarterly Payment”), which shallbe applied to the following Loans, to the extent of their outstanding balances, inthe following order: first, to the Tranche C-1 Loan, then to the Tranche C-3 Loan,then to the Tranche C-2 Loan, then to the Tranche B Loan.       (C) Section 2.06(b) is hereby deleted, and replaced by new Section 2.06(b) to read as follows:         The parties acknowledge that interest shall accrue on the principal balance of theTranche C-2 Loan made on the Closing Date at the fixed rate of 7.44465% per annum,payable monthly, in advance, in accordance with Section 2.03(c). The Tranche C-1Loan shall accrue interest at a rate per annum equal at all times to the Prime Rateplus 1.0% and shall be payable on the 20th day after the end of each Fiscal Quarter,subject to the deemed payments credits as contemplated by Section 2.03(d). Withrespect to each Tranche C-3 Loan, Borrower agrees that such Loans shall accrueinterest at a rate per annum equal at all times to the Prime Rate plus 1.0% from thedate deemed made until the principal amount thereof shall be paid in full; however,such interest shall accrue and be added to the principal amount of the Tranche C-3Loan (i.e., compounded) on each Tranche C Quarterly Payment Dateuntil paid in full, except that such accrued interest under Tranche C-3 Loans shallnot be compounded,but shall instead become due and payable on each Tranche C Quarterly Payment Date,to the extent that compounding such interest would cause the aggregate amount of allObligations to exceed the Tranche C Loan Commitment. Each Tranche C-3 Loan shall bedeemed to be made on the first day of the Fiscal Quarter in which such Tranche CLoan is made.       (D) Section 2.05 is hereby deleted, and replaced by new Section 2.05 to read as follows:         Section 2.05. Mandatory Prepayment of Loans.         (a) The Borrower shall prepay the Loan Balance upon receipt by the Borrower or any of itsSubsidiaries of the net proceeds of any issuance of Stock or Stock Equivalents by theBorrower or any of its Subsidiaries (other than the proceeds received by the Borrower inconnection with the exercise by any of the Borrower’s or its Subsidiaries’ employees of anyoption issued pursuant to any of the Borrower’s or its Subsidiaries’ stock option plans), inan amount equal to 25% of such net proceeds. Such prepayment shall be applied as set forthin Section 2.05(c).
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         (b) The Borrower shall prepay the Loan Balance within 120 days after the last day of eachfiscal year, in an amount equal to 20% of Excess Cash Flow for such fiscal year.         (c) Prepayments under 2.05(a) and 2.05(b) shall be required during the existence of anyoutstanding balance under, and shall be applied to, the following Loans, to the extent oftheir outstanding balances, in the following order: first, to the Tranche C-3 Loan, then tothe Tranche C-2 Loan, then to the Tranche C-1 Loan, then to the Tranche B Loan.       (E) Section 4.12 is hereby deleted, and replaced by new Section 4.12 to read as follows:         Section 4.12. Acknowledgement of Outstanding Obligations.         The Borrower acknowledges and agrees that, as of the Closing Date, the sum of TWOMILLION TWO HUNDRED SIXTY-FOUR THOUSAND THREE HUNDRED NINETY-SEVEN AND THIRTY-ONEONE-HUNDREDTHS United States Dollars ($2,264,397.31) will be due and owing under theTranche A Loan, and the sum of TWENTY-ONE MILLION SIXTY-FOUR THOUSAND SIX HUNDREDSIXTY-FIVE AND NINE ONE-HUNDREDTHS United States Dollars ($21,064,665.09) will bedue and owing under the Tranche C Loan.       (F) Schedule I is hereby deleted, and replaced by new Schedule I attached hereto.     **2.** **ADDITIONAL ACKNOWLEDGMENTS.** Borrower acknowledges and represent that:       (A)     The payment of $130,000 made by the Borrower to the Lender on or about February 24, 2006 forapplication against those portions of the indebtedness under the Original Loan Agreement whichwere ultimately rolled into the Tranche C Loan to be repaid at the rate of $130,000 per month,shall not be credited to the Tranche C Loan, but shall instead be credited against the relatedprior balance due under the Original Loan Agreement.       (B)     The Credit Agreement and other Loan Documents, as amended hereby, are in full force andeffect without any defense, claim, counterclaim, right or claim of set-off;       (C)     After giving effect to this Agreement, no Default or Event of Default under the LoanDocuments has occurred;       (D)     Borrower has taken all necessary action to authorize the execution and delivery of thisAgreement; and       (E)     This Agreement is a modification of an existing obligation and is not a novation.**3.      MISCELLANEOUS.**This Agreement shall be construed in accordance with and governed by the laws ofthe applicable state as originally provided in the Loan Documents, without reference to thatstate’s conflicts of law principles. This Agreement and the other Loan Documents constitute thesole agreement of the parties with respect to the subject matter thereof and supersede all oralnegotiations and prior writings with respect to the subject matter thereof. No amendment of thisAgreement, and no waiver of any one or more of the provisions hereof shall be effective unless setforth in writing and signed by the parties hereto. The illegality, unenforceability orinconsistency of any provision of this Agreement shall not in any way affect or impair thelegality, enforceability or consistency of the remaining provisions of this Agreement or the otherLoan Documents. This Agreement and the other Loan Documents are intended to be consistent.However, in the event of any inconsistencies among this Agreement and any of the Loan Documents,the terms of this Agreement, then the Credit Agreement, shall control.
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**4.**     **COUNTERPARTS**. This Agreement may be executed in any number of counterparts and by the differentparties on separate counterparts. Each such counterpart shall be deemed an original, but all suchcounterparts shall together constitute one and the same agreement.**IN WITNESS WHEREOF,**the undersigned have signed and sealed this Agreement the day and year firstabove written.      HEARUSA, INC.