SUPPORT AND MANAGEMENT SERVICES AGREEMENT
 BETWEEN
 HearUSA, INC.
 AND
 HELIX HEARING INC.
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SUPPORT AND MANAGEMENT SERVICES AGREEMENT
 THIS AGREEMENT
 BETWEEN
 HearUSA, INC.
  AND
 HELIX HEARING INC.
  IN CONSIDERATION
 1. BACKGROUND AND DEFINITIONS
 1.1
    
    Definitions. A glossary of defined terms is set out in Schedule A (Glossary). All
capitalized terms used in this Services Agreement will have the meaning set out in Schedule A.
 1.2
    
    Background. Helix wishes to license the Software and acquire the Services. Provider is
engaged in a business substantially similar to that carried on by Helix and operates and
maintains the Software in support of its business.
 2. SERVICES
 2.1
    
    Scope. Provider agrees to provide to Helix the Services described in this Agreement, as
amended from time to time, in each case in accordance with the terms and conditions set forth
in this Agreement.
  (a)
    
    Subcontracting. Provider may not subcontract the performance of all or part of
any Services to any Person without the prior written consent of Helix which may be
withheld by Helix in its discretion and may be subject to terms and conditions
prescribed by Helix.
 (b)
    
    Payment of Representatives. Provider will be solely responsible for all
payments including employee benefits and penalties to all of its Representatives
including its subcontractors. Helix will not be responsible for conditions of
employment, benefits or penalties.
 2.3
    
    Responsibility. Provider has overall responsibility for the provision of the Services to
Helix. All Services will be performed from Providers facilities in the United States.
  (a)
    
    Initiated by Helix. Helix may initiate changes to any of the Work Product and
Services by delivering to Provider a copy of the Change Request Form that includes a
description of the requested change and has been executed by an authorized
Representative of Helix. Once a change is initiated by Helix, Provider will promptly
add the following information to the applicable Change Request Form and return the
supplemented Change Request Form to Helix:
 (i)
    
    a reasonably detailed description of how Provider
proposes to implement the requested change, including the names of any
Representatives of Provider to be made available to perform any Services;
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(ii)
    
    any associated changes to amounts or estimated amounts
payable by Helix as are necessary to reflect the proposed changes to the
Work Product and Services;
 (iii)
    
    any changes to the dates set out in Schedule B as are
necessary to reflect the proposed changes to the Work Product and Services;
and
 (iv)
    
    any changes or additions to the terms and conditions
applicable to Helixs use of the Work Product and Services which Provider
proposes in connection with the implementation of the proposed change.
 (b)
    
    Initiated by Provider. Provider may initiate changes to any of the Work
Product and Services by delivering to Helix a copy of the Change Request Form that
includes the following information and has been executed by an authorized
Representative of Provider: (i) a description of the requested change; (ii) a
reasonably detailed description of how Provider proposes to implement the requested
change, including the names of any Representatives of Provider to be made available to
perform any Services; (iii) any associated changes to the amounts or estimated amounts
payable by Helix, and any changes to the dates set out in Schedule B, in each case as
are necessary to reflect the proposed changes to the Work Product and Services; and
(iv) any changes or additions to the terms and conditions applicable to Helixs use of
the Work Product and Services which are necessary to reflect the proposed changes or
additions to the Work Product and Services.
 (c)
    
    Timeframe. A party receiving a Change Request Form will use commercially
reasonable efforts to respond to such form within the timeframe requested in such form
and, in any event, within a reasonable timeframe.
 (d)
    
    Change Orders. Once the terms and conditions set out in any Change Request
Form are approved in writing by both parties, it becomes a Change Order. The changes
set out in any Change Order will constitute amendments to this Agreement insofar as
they apply to the Work Product and Services. If a Change Order is not approved in
writing by both parties within 20 days of the date on which a Change Request Form is
submitted by Provider to Helix under section 2.4(b), or in the case of a Change Request
Form submitted by Helix, the date on which Provider provides Helix with the additional
information referred to in section 2.4(a), the Change Request Form is deemed to be
withdrawn.
 (e)
    
    Accommodation. Each party will use commercially reasonable efforts to
accommodate any change to the Work Product and Services initiated by the other party
and to reach agreement on the terms of any Change Order required to be made to permit
the implementation of such change.
  3. WORK PRODUCT
 3.1
    
    Scope
 (a)
    
    Work Product. Provider agrees to provide to Helix the Work Product described
in this Agreement, as amended from time to time.
 3.2
    
    Delivery
 (a)
    
    Delivery of Work Product. Unless otherwise agreed in writing by Helix and
Provider, Work Product will be delivered to Helixs Chief Financial Officer and Chief
Technology Officer at 290 McGill Street, Suite A, Hawkesbury, Ontario, K6A 1P8 by the
delivery date for that Work Product, if any, specified in Schedule B or otherwise
agreed to in writing by Helix and Provider. Work Product will be delivered in a
commercially reasonable format. Helix may, on Notice to Provider, change the
individuals to whom Work Product is to be delivered or the address for delivery of the
Work Product.
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4. ADMINISTRATION
 4.1
    
    Designated Representatives. Each party will appoint an individual who is a Representative
of
that party to be that partys Designated Representative. A partys Designated
Representative: (i) is responsible for the day-to-day matters arising from or relating to the
Work Product and Services; (ii) will be available for problem escalation; and (iii) will
perform the specific tasks and duties assigned to him or her in this Agreement.
 4.2
    
    Reports. Provider will deliver or otherwise make available to Helix such Reports as are
specifically set forth in Schedule B at the intervals set out in Schedule B.
 4.3
    
    Consultation Meetings
 (a)
    
    Timing for First Six Months. For a period of six months commencing on the
Effective Date, at least once every two weeks, or when requested by Helix from time to
time, Providers Designated Representative will meet with Helixs Designated
Representative at a mutually agreeable time to discuss any outstanding issues or
concerns relating to any Work Product or Services.
 (b)
    
    Timing for Remainder of the Term. Commencing six months from the Effective
Date, at least once every quarter, Providers Designated Representative will meet with
Helixs Designated Representative at a mutually agreeable time to discuss any
outstanding issues or concerns relating to any Work Product or Services.
 (c)
    
    Meetings. The meetings described in sections 4.3(a) and 4.3(b) shall take
place by telephone or other method of telecommunication, unless otherwise agreed by
Provider and Helix.
 5. FEES AND PAYMENT
 5.1
    
    Calculating Fees. The fees for the Services set out in Schedule B.1 (the
Business
Transition Support Fees) and the fees for the Services set out in Schedule B.2 (the Ongoing
Support Fees) provided pursuant to this Agreement are as set out in Schedule B.3. Any
additional fees (Additional Fees) that are to be paid on a time and materials basis will be
calculated based on the actual time expended by Provider to perform the Services (exclusive of
any travel, meal or personal time), based on the rates set out in Schedule B.3.
 5.2
    
    Issuing Invoices for Services. Unless expressly set out otherwise in Schedule B or in
the
applicable Change Order, Provider will issue invoices for any Additional Fees for Services
monthly in arrears.
 5.3
    
    Invoices for any Additional Fees. Invoices for any Additional Fees are to be submitted by
mail to the attention of Helixs Chief Financial Officer. Each invoice will describe the Work
Product and Services and associated expenses to which it relates in reasonable detail.
Additionally, Provider will maintain and promptly provide, upon the request of Helix, detailed
records to support the invoices.
 5.4
    
    Taxes.
 (a)
    
    Subject to paragraphs (b) and (d) of this section 5.4, the Fees and Additional
Fees to be paid by Helix to Provider under this Agreement shall be made free and clear
and without deduction and withholding of any Canadian taxes under the Income Tax Act
(Canada), as amended (the ITA) and the Income Tax Regulations(Canada), as amended
(the Regulations).
 (b)
    
    Provider shall indemnify and save harmless Helix from any Canadian withholding
taxes under Section 105 of the Regulations or under Part XIII of the ITA and from any
interest or penalties related thereto that Helix may be subjected to by the Canadian
tax authorities in respect of any Fees or Additional Fees paid by Helix to Provider
under this Agreement as a result of (a) Provider or any of its Representatives
including subcontractors performing any of the Services under this Agreement in or from
Canada or, (ii) Provider not being considered a corporation resident in the United
States for purposes of the Canada-United States Tax Convention (1980), as amended (the
Tax Treaty) and not being entitled to all of the benefits of the Tax Treaty.
 (c)
    
    A certificate of Helix as to the amount of any such Canadian withholding taxes,
interest or penalties with a copy of the notice of assessment issued by the Canadian
tax authorities shall be, absent manifest error, prima facie evidence of the amount of
such Canadian withholdings taxes, interest or penalties. Indemnification by Provider in
this section 5.4 shall be made within 30 days after Helix has submitted a certificate
under this section 5.4.
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(d)
    
    Helix shall be entitled to offset any amount of Canadian withholding taxes,
interest or penalties assessed by the Canadian tax authorities against Fees or
Additional Fees payable by Helix to Provider under this Agreement. Any such amount
that is offset by Helix against such Fees or Additional Fees shall reduce the amount
for which Helix can be indemnified by Provider under this section 5.4.
 (e)
    
    The obligations of Provider in this section 5.4 shall survive the termination
of this Agreement and the payment of all Fees and Additional Fees by Helix to Provider
under or in respect of this Agreement. For greater certainty, the exclusions and
limitations of liability set out in section 11 shall not apply to this section 5.4.
 5.5
    
    Expenses. All expenses related to the provision of the Services are included in the Fees;
provided that, if any travel is required of Provider, Provider shall be reimbursed for the
reasonable expenses of airfare, meals, lodging and ground transportation of its
Representatives; provided such expenses are pre-approved in writing by Helix prior to being
incurred by Provider.
 5.6
    
    Payment for Ongoing Support and Additional Fees. Helix will pay, by cheque or electronic
transfer, the Fees for the Ongoing Support in accordance with the payment schedule set out in
section 1.2 of Schedule B.3 and any Additional Fees set out in any invoice issued in
accordance with this Agreement within 30 days of Helixs receipt of the invoice.
 5.7
    
    Payment for Business Transition Support. Helix will pay, by cheque or electronic transfer,
to Provider the Fees for the Business Transition Support incurred by it in any quarter in
accordance with the payment schedule set out in section 1.1 of Schedule B.3.
 5.8
    
    Interest. Interest equal to the lesser of: (a) 1% per month (12.7% per annum); or
(b) the
maximum rate allowable by law will be charged by Provider on late payments.
 5.9
    
    Canadian Currency. All amounts specified in this Agreement refer
to Canadian currency.
 6. TERM AND TERMINATION
 6.1
    
    Term. This Agreement will commence on the Effective Date and continue for a period of
eighteen (18) months (the Term).
 6.2
    
    Termination. Either party may terminate this Agreement immediately on Notice to the other
party, if the other party: (i) ceases to carry on business in the normal course, makes a
general assignment for the benefit of creditors, or becomes subject to any proceeding for
liquidation, insolvency or the appointment of a receiver; (ii) is in material default of any
provision of this Agreement other than section 7 that is not cured or addressed to the
satisfaction of the non-defaulting party (acting reasonably) within 30 Business Days following
Notice of the default from the non-defaulting party; or (iii) is in material default of
section 7 that is not cured or addressed to the satisfaction of the non-defaulting party
(acting reasonably) within 5 Business Days following Notice of the default from the
non-defaulting party. Notwithstanding the foregoing, if a default relates to the Services set
out in Schedule B.2, Schedule B.1 shall not be terminated.
 6.3
    
    Payment on Providers Breach of Agreement. If Helix terminates this Agreement
pursuant to
section 6.2, Helix shall only be required to pay to Provider the pro-rata portion of the
Business Transition Support Fees accrued up to the date the event which gave rise to Helixs
right to terminate this Agreement occurred.
 6.4
    
    Payment. Upon the termination of this Agreement, Helix will pay all Ongoing Support Fees
due
under section 1.2 of Schedule B.3.
 6.5
    
    Upon Termination. If this Agreement is terminated, for any reason, within twelve months
from
the Effective Date, Provider will:
 (i)
    
    deliver up to Helix all of Helixs data, in a format that
is acceptable to Helix acting reasonably, including all data contained in
the Helix Database.
 (ii)
    
    deliver up to Helix all of Helixs Confidential
Information;
 (iii)
    
    deliver up to Helix all Work Product for which Helix is
the owner of all right, title and interest or all applicable Intellectual
Property Rights, or for which Helix is granted any license that survives the
termination of this Agreement;
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(iv)
    
    ensure, within ten Business Days of the date of
termination, that the Helix Journal and Cost Centre Journals are current up
to and including the date of termination, and provide Helix with a copy of
such Helix Journal and Cost Centre Journals in a format that is acceptable
to Helix acting reasonably;
 (v)
    
    ensure, within ten Business Days of the date of
termination, that the Helix General Ledger and Cost Centre General Ledgers
are current up to and including the date of termination, and provide Helix
with a copy of such Helix General Ledger and Cost Centre General Ledgers in
a format that is acceptable to Helix acting reasonably;
 (vi)
    
    perform, within ten Business Days of the date of
termination, all of the reconciliations set out in section 1.2.1(f) of
Schedule B.1 of this Agreement;
 (vii)
    
    prepare and deliver to Helix, within ten Business Days
of the date of termination, an income statement prepared in accordance with
generally accepted United States accounting principles for: (i) each Cost
Centre; and (ii) Helix;
 (viii)
    
    prepare and deliver to Helix, within ten Business Days of the date of
termination, a balance sheet prepared in accordance with generally accepted
United States accounting principles for Helix;
 (ix)
    
    prepare and deliver, or otherwise make available to
Helix, in a format acceptable to Helix acting reasonably, such financial
reports as are reasonably requested by Helix;
 (x)
    
    prepare and deliver to Helix, within ten Business Days of
the date of termination, a list of all of Helixs accounts payable up to and
including the date of termination; and
 (xi)
    
    prepare and deliver to Helix, within ten Business Days of
the date of termination, a list of all of Helixs accounts receivables and a
record of any payments received by Helix in respect of its accounts
receivables, both up to and including the date of termination.
  6.6
    
    Survival. Those sections which by their nature should survive the termination or
expiration
of this Agreement will survive termination or expiration, including sections 1.1, 2.2(b), 2.3,
5, 6.3, 6.4, 6.5, 6.6, 7, 8, 9.1, 9.2, 9.3, 9.4, 10, 11, 12, 13 and 14.
 7. CONFIDENTIAL INFORMATION
 7.1
    
    General. Helix and Provider agree to be bound by the terms and conditions set out in
Schedule C.
 7.2
    
    Providers Policies. Provider represents and warrants to and covenants with Helix,
which
representations, warranties and covenants will continue during the Term, that Provider will
ensure that all of its Representatives assigned to perform any Services:
 (a)
    
    will comply with all of Providers privacy and security policies. Provider
acknowledges that it has reasonable privacy and security policies in place; and
 (b)
    
    have been screened in accordance with Providers screening processes prior to
being assigned to perform any Services and such screening has not disclosed any
criminal conduct or any material financial problems. Provider acknowledges that it has
a reasonable screening process in place.
 8. INTELLECTUAL PROPERTY
 8.1
    
    Ownership of Intellectual Property Rights. The following provisions of this section 8
shall
apply with respect to the ownership of all Intellectual Property Rights and any other rights
in and to the Work Product and Services:
 (a)
    
    Ownership by Provider. Except for, and subject to, the limited license rights
expressly granted in the License Agreement and the rights granted in this section 8.1,
and subject to section 8.3, Provider reserves all rights, title and interest in and to
any Pre-existing Works, any Updates or Enhancements.
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(b)
    
    Ownership by Helix of Work Product. Notwithstanding section 8.1(a), Helix
shall own all Intellectual Property Rights, and all other right, title and interest, in
and to all Work Product, which ownership shall vest in Helix immediately upon the
creation or delivery to Helix of the Work Product, unless the parties agree otherwise
in writing.
 (c)
    
    Pre-existing Works. The provisions of section 8.1(b) shall not apply with
respect to any Work Product which are Pre-existing Works, Updates or Enhancements
provided that Provider provides Helix with a reasonably detailed written description of
such Pre-existing Works, Updates or Enhancements. Ownership of all Intellectual
Property Rights in and to such Pre-existing Works, Updates, Enhancements and other
derivative works thereof, whenever made, shall remain with Provider and its licensors,
provided that in the case of any such Work Product, Provider shall grant or procure for
Helix, the rights and licenses set out in section 8.1(d) or section 8.1(e), as
applicable, or such other rights and licenses as are expressly agreed in writing by the
parties. If an Update or Enhancement contains: (i) any Confidential Information of
Helix or Helixs Representatives; or (ii) any Intellectual Property Rights or
proprietary information of Helix or Helixs Representatives; or (iii) any Personal
Information (including Personal Health Information), Provider shall not acquire any
rights, title and interest in and to any such information.
 (d)
    
    Grant of License for Pre-existing Works (other than Updates or Enhancements).
For any Work Product that consist of or that contain Pre-existing Works (other than
Updates or Enhancements), Provider grants to Helix and its Representatives (or in the
case of any such Pre-existing Works (other than Updates or Enhancements) for which the
Intellectual Property Rights are owned by a third party and licensed to Provider, shall
procure for Helix and its Representatives) a perpetual, world-wide, non-exclusive,
irrevocable, transferable, royalty-free, fully paid-up right and license to use, copy,
modify and enhance any such Pre-existing Works, to incorporate the same as part of any
derivative works created by or for Helix, and to permit any such use by any
Representative of Helix.
 (e)
    
    Grant of License for Updates and Enhancements. For any Work Product that
consist of or that contain Updates or Enhancements, such Updates and Enhancements are
deemed to be Software and licensed by Provider to Helix pursuant to the License
Agreement.
 (f)
    
    Grant of License for Work Product. Provided that Work Product does not
contain: (i) any Confidential Information of Helix or Helixs Representatives; or (ii)
any Intellectual Property Rights or proprietary information of Helix or Helixs
Representatives; or (iii) any Personal Information (including Personal Health
Information), or if the Work Product does contain any of such information, all such
information is removed from the Work Product to Helixs reasonable satisfaction, Helix
grants to Provider and its Representatives a perpetual, world-wide, non-exclusive,
irrevocable, transferable, royalty-free, fully paid-up right and license to use, copy,
modify and enhance any such Work Product (excluding any of the aforementioned
information), to incorporate the same as part of any derivative works created by or for
Provider, and to permit any such use by any Representative of Provider.
 8.2
    
    General. Without limiting section 8.1, all rights granted to Helix pursuant to such
sections
apply notwithstanding any terms to the contrary contained in any click-wrap license,
shrink-wrap license, browse-wrap license, invoice, or in any other form of documentation or
agreement presented or delivered to Helix in connection with any Work Product unless Helix has
agreed in a written amendment to the Agreement to be bound by the terms and conditions of that
agreement or other document.
 8.3
    
    Helixs Intellectual Property. Provider acknowledges that Helix shall own all right,
title
and interest, including all Intellectual Property Rights, in and to any data or information
which:
 (i)
    
    belongs to Helix or its Representatives, or is licensed
to Helix by any third party, and which may be provided or made available to
Provider, or
 (ii)
    
    is created by or for Helix or any of their
Representatives (subject to the rights and licenses that are set out in
Sections 8.1(b) through (f) above),
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9. WARRANTIES
 9.1
    
    Obligations on Providers Representatives. Provider represents and warrants to and
covenants
with Helix that, which representations, warranties and covenants will continue during the Term
and also following the expiration or termination of this Agreement, Provider will impose upon
its Representatives the same obligations that Provider has under this Agreement (including its
confidentiality obligations) and will ensure that its Representatives comply with such
obligations.
 9.2
    
    Authority. Provider hereby represents and warrants to and covenants with Helix as follows,
which representations, warranties and covenants will continue during the Term, and will
continue following the expiration or termination of this Agreement:
 (a)
    
    Authority. Provider has full rights and authority to execute, deliver and
perform its obligations under this Agreement, and the individual executing this
Agreement on behalf of Provider is duly authorized to do so.
 (b)
    
    Binding. The Agreement constitutes a legal, valid and binding agreement of
Provider enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors generally
and to general equitable principles.
 (c)
    
    Rights. Provider holds all licenses, Intellectual Property Rights and
authorities necessary to perform its obligations under this Agreement.
 (d)
    
    Interference. Provider has not entered into any agreement with any Person
which would in any way interfere with Providers ability to perform the Services,
provide the Work Product or otherwise fulfil its obligations pursuant to this
Agreement.
 (e)
    
    Compliance. Provider will comply in all material respects with all applicable
Laws and Regulations in respect of the performance of this Agreement.
 (f)
    
    Subcontractors. Provider has not entered into any agreement or arrangement
which would prevent any one of its subcontractors from licensing any materials to Helix
or providing services to Helix directly on the usual commercial basis and at market
prices.
 (g)
    
    Residency. Provider is a corporation resident in the United States for
purposes of the Tax Treaty, and is entitled to all of the benefits of the Tax Treaty.
 9.3
    
    Authority. Helix hereby represents and warrants to and covenants with Provider as follows,
which representations, warranties and covenants will continue during the Term, and will
continue following the expiration or termination of this Agreement:
 (a)
    
    Authority. Helix has full rights and authority to execute, deliver and perform
its obligations under this Agreement, and the individual executing this Agreement on
behalf of Helix is duly authorized to do so.
 (b)
    
    Binding. The Agreement constitutes a legal, valid and binding agreement of
Helix enforceable in accordance with its terms.
 (c)
    
    Compliance. Helix will comply in all material respects with all applicable
Laws and Regulations in respect of the performance of this Agreement.
 9.4
    
    Disclaimer. WITH THE EXCEPTION OF ANY EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS
CONTAINED IN SECTION 7.2, SECTION 9.1, AND SECTION 9.2, PROVIDER EXPRESSLY DISCLAIMS ANY OTHER
REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS WITH RESPECT TO THE WORK PRODUCT,
SERVICES OR OTHERWISE ARISING FROM THIS AGREEMENT WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT,
STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. WITH THE EXCEPTION OF ANY EXPRESS REPRESENTATIONS,
WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT, HELIX EXPRESSLY DISCLAIMS ANY OTHER
REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS WITH ARISING FROM THIS AGREEMENT WHETHER
EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE.
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10. INDEMNIFICATION
 10.1
    
    Intellectual Property Indemnification. Provider will indemnify and hold Helix and
Helixs
Representatives harmless from any and all claims, suits, losses, damages and expenses
(including legal fees and expenses) incurred in connection with any claims, demands and other
liabilities asserted against any of them as a result of alleged or actual infringement of any
Intellectual Property Right arising from the receipt of the Services or use of any Work
Product by Licensee, Licensees Representatives or Users, provided that Helix: (i) gives
Provider prompt written notice of any such claim; (ii) gives Provider all reasonable
co-operation, information and assistance to handle the defense or settlement; (iii) gives
Provider, immediately upon Providers request, sole control of the defense and settlement
negotiations, and (iv) except to the extent required by Laws and Regulations, Helix makes no
admission regarding any such claim without Providers prior written consent. Provider may not
agree to any settlement of any claim that results in any obligations being incurred by Helix
or Helixs Representatives without Helixs prior written consent. Except for any claims,
demands and other liabilities asserted against any of Helix or Helixs Representatives as a
result of alleged or actual infringement of any Intellectual Property Right arising from the
receipt or use of any Updates or Enhancements, the indemnity in this section 10.1 shall be
subject to the limitation of liability set out in section 11.3 and shall terminate 5 years
from the Effective Date.
 10.2
    
    Harmful Code Indemnification. Provider will indemnify and hold Helix harmless from any and
all losses, damages and expenses incurred in connection with any harmful or hidden programs or
data incorporated in any Work Product, Update or Enhancements with malicious and mischievous
intent including viruses, time bombs, trap doors or similar malicious instructions, techniques
or devices capable of disrupting, disabling, damaging or shutting down a computer system or
software or hardware component thereof (Harmful Code). Once Helix has actual knowledge of
any Harmful Code, Helix will use commercially reasonable efforts to mitigate any of its
potential losses, damages and expenses. The indemnity set out this section 10.2 shall be
subject to the limitation of liability set out in section 11.1, section 11.2 and section 11.3
and shall terminate 3 years from the Effective Date.
 11. LIMITATION OF LIABILITY
 11.1
    
    Indirect Damages. NEITHER PARTY (INCLUDING ITS REPRESENTATIVES) WILL BE LIABLE TO THE
OTHER
IN ANY WAY WHATSOEVER, FOR LOST PROFITS OR ANY INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL
DAMAGES. THIS LIMITATION WILL APPLY WHETHER OR NOT THE DAMAGES ARE FORESEEABLE OR THE
DEFAULTING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 11.2
    
    Direct Damages. THE PARTIES AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY FOR
ANY
CLAIM, ACTION OR DEMAND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (CLAIM) WILL BE
LIMITED TO SUCH DIRECT DAMAGES AS ARE ACTUALLY INCURRED BY THE CLAIMING PARTY.
 11.3
    
    Limit. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF PROVIDER (INCLUDING ITS
REPRESENTATIVES) TO HELIX (INCLUDING ITS REPRESENTATIVES), FOR ANY CLAIMS ARISING OUT OF OR
RELATING TO THIS AGREEMENT, EXCEED AN AMOUNT EQUAL TO $400,000.00.
 11.4
    
    Exceptions.
 (a)
    
    THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN SECTION 11.1, SECTION
11.2 AND SECTION 11.3 DO NOT APPLY TO ANY CLAIM ARISING FROM FRAUD OR WILFUL MISCONDUCT
OR ANY CLAIM FOR INDEMNIFICATION UNDER SECTION 5.4 OR SECTION 10.1 (SUBJECT TO THE
TERMS OF SECTION 10.1).
 (b)
    
    THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN SECTION 11.1, SECTION
11.2 AND SECTION 11.3 DO NOT APPLY TO ANY CLAIM ARISING FROM ANY VIOLATIONS BY PROVIDER
OR PROVIDERS REPRESENTATIVES OF ANY OF PROVIDERS, PROVIDERS REPRESENTATIVES,
HELIXS OR HELIXS REPRESENTATIVES OBLIGATIONS UNDER APPLICABLE LAWS AND REGULATIONS
IN RELATION TO, OR IN CONNECTION WITH, ANY COLLECTION, STORAGE, ACCESS, USE OR
DISCLOSURE OF ANY PERSONAL INFORMATION (INCLUDING PERSONAL HEALTH INFORMATION).
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(c)
    
    PROVIDERS LIABILITY FOR ANY BREACHES OF SECTION 7, OTHER THAN ANY BREACHES OF
SECTION 7 IN RELATION TO, OR IN CONNECTION WITH, PERSONAL INFORMATION (INCLUDING
PERSONAL HEALTH INFORMATION), SHALL TERMINATE FIVE YEARS FROM THE EFFECTIVE DATE.
 (d)
    
    OTHERWISE, THE FOREGOING PROVISIONS SET OUT IN THIS SECTIONS 11.1, 11.2 AND
11.3 WILL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION.
 12. DISPUTE RESOLUTION
 12.1
    
    General. The Parties agree to use the dispute resolution procedures set out in
Schedule D to
resolve any disputes which may arise out of or in connection with this Agreement or which are
otherwise related to this Agreement.
 12.2
    
    Exceptions. Notwithstanding section 12.1, the parties acknowledge and agree that either
party will be entitled to seek an injunction or other equitable relief in order to prevent any
continuing or ongoing breach of this Agreement, or any violation of any other legal obligation
of the other party with respect to any Confidential Information or Personal Information
required to be protected under this Agreement.
 13. NOTICES
 13.1
    
    Notices. Any notice given pursuant to this Agreement will be in writing and addressed to
the
other party at the address for the other party listed above. Any such notice will be deemed
to have been received two Business Days following: (i) deposit with a globally recognized
overnight delivery service, all delivery charges pre-paid; or (ii) transmission if sent by
facsimile and receipt confirmed by the facsimile machine used. Either party may designate a
different address by Notice to the other party given in accordance with this section.
 14. GENERAL
 14.1
    
    Entire Agreement. The Agreement, the Asset Purchase Agreement and the various agreements
contemplated under the Asset Purchase Agreement constitutes the complete and exclusive
agreement between the parties with respect to its subject matter, and supersedes and replaces
any and all prior or contemporaneous discussions, negotiations, understandings and agreements,
written and oral, regarding its subject matter. Except as expressly set out in this
Agreement, this Agreement may be changed only by a written document signed by authorized
representatives of Provider and an authorized representative of Helix. Should any provision
of this Agreement be held to be invalid by a court of competent jurisdiction, then that
provision will be enforced to the extent permissible, and all other provisions will remain in
effect and are enforceable by the parties.
  (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)
    
    The Agreement has been drawn up in English
at the request of the parties.
 (d)
    
    All remedies are cumulative.
 (e)
    
    The 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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14.3
    
    Waiver. No term of this Agreement will be deemed to be waived by reason of any previous
failure to enforce it. No term of this Agreement may be waived except in a writing signed by
the party waiving enforcement.
 14.4
    
    Assignment. Except as expressly set out in this Agreement, neither party may assign its
rights or delegate its duties under this Agreement, either in whole or in part, without the
prior written consent of the other party, such consent not to be unreasonably withheld or
delayed. Notwithstanding the preceding sentence, either party may, without the prior written
consent of the other party, assign this Agreement as part of a sale of all or substantially
all of its assets; provided that the assigning party gives the other party written notice of
such assignment on the date the assignment is made. Notwithstanding the foregoing, Provider
shall not be entitled to assign, either in whole or in part, any of its rights or delegate any
of its duties under this Agreement to any third party (including any Affiliate) who is in the
business of operating hearing clinics or hearing centres. As part of any assignment by
Provider, as permitted pursuant to this section 14.4, Provider shall obtain written assurances
from its assignee that such assignee does not and shall not operate any hearing clinics or
hearing centres. Upon any assignment hereunder, the assigning party shall remain responsible
for the acts and omissions of its assignee. Subject to the restrictions in this section 14.4,
this Agreement will be binding on, will inure to the benefit of, and will be enforceable
against the parties and their respective successors and assigns.
 14.5
    
    Independent Contractors. The relationship between the parties is that of independent
contractors. The Agreement will not establish any relationship of partnership, joint venture,
employment, franchise or agency between them. Neither party will have the power to bind the
other without the other partys prior written consent.
 14.6
    
    Governing Law. This Agreement will be governed by and construed in accordance with the
laws
of the Province of Ontario and the laws of Canada applicable therein, without reference to the
conflict of laws provisions or principles. The parties agree that any Dispute shall be dealt
with in accordance with Schedule D. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement.
 14.7
    
    Media. The parties shall consult with each other before issuing any press release or
making
any other public announcement with respect to this Agreement or the transactions contemplated
hereby and, except as required by any applicable law or regulatory requirement, neither of
them shall issue any such press release or make any such public announcement without the prior
written consent of the other party, which consent shall not be unreasonably withheld or
delayed.
 14.8
    
    Force Majeure. Except as expressly provided otherwise in this Agreement, neither party
will
be liable for any failure or delay in its performance under this Agreement due to any cause
beyond its reasonable control that could not have been avoided by the exercise of reasonable
foresight provided that the party affected by such failure or delay gives the other party
prompt Notice of the cause, and uses reasonable commercial efforts to correct such failure or
delay within a reasonable period of time (not to exceed 30 days).
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HEARUSA, INC.
    
    HELIX HEARING INC.Signature:
    /s/ Stephen J. Hansbrough
    
    Signature:
    /s/ Jeffrey GeigelName:

    Stephen J. Hansbrough
    
    
    Name:

    Jeffrey GeigelTitle:

    Chairman and CEO
    

    
    Title:

    President
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SCHEDULE A
GLOSSARY
  Additional Fees
 Affiliate
 Agreement
 Asset Purchase Agreement
 Business Day
 Business Hours
 Business Transition Support
 Business Transition Support Fees
 Change Order
 Change Request Form
 Confidential Information
 Cost Centre
 Cost Centre General Ledger
 Cost Centre Journal
 Cut-over Date
 Data Management Services
 Designated Representative
 Dispute
 Documentation
 Draft Project Plan
 Effective Date
 Enhancements
 Event of Default
 Executive
 Fees
 Financial Records
 Financial Services
 Harmful Code
 Helix Database
 Helix General Ledger
 Helix Journal
 Initial Business Transition Support Term
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Initial Helix Database
 Installation Support Services
 Insurance Repository
 Integration Representatives
 Intellectual Property Rights
 ITA
 Launch Date
 Laws and Regulations
 License Agreement
 Maintenance Window
 Maintenance Services
 Notice
 Ongoing Support
 Ongoing Support Fees
 Person
 Personal Health Information
 Personal Information
 PHIPA
 PIPEDA
 Pre-existing Personal Information
 Pre-existing Works
 Project Plan
 Project Planning Plan Services
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Project Planning Support Services
 Providers Accounting System
 Rates
 Regulations
 Remote Support Services
 Report
 Representatives
 Scheduled Maintenance
 Service Order
 Services
 Software
 Support
 Support Fees
 Support Services
 Tax Treaty
 Term
 Training Services
 Update
 User
 User Acceptance Testing
 Work Product
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SCHEDULE B
SERVICES
 1. PARTS
  
    
    Schedule B.1 sets out certain Services to be provided by Provider at the outset of
the Term (the Business Transition Support);
 
    
    Schedule B.2 sets out certain Services to be provided by Provider in relation to the
installation, operation and management of the Software being licensed pursuant to the
License Agreement (the Ongoing Support); and
 
    
    Schedule B.3 sets out the Fees applicable to the Services.
 2. ADDITIONAL SERVICES
  3. NAMED REPRESENTATIVES
  Role
    
    Name1. Financial Contact
    
    Denise Pottlitzer2. Technical Contact
    
    Darren Osmond
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SCHEDULE B.1
BUSINESS TRANSITION SUPPORT
 1. DESCRIPTION
 1.1
    
    Data Management Services
 Provider will provide to Helix the Services described in this section 1.1 (the Data
Management Services).
1.1.1 Data
 (a)
    
    Existing Data
  (b)
    
    New Data
  (c)
    
    Back-up
  (d)
    
    Safeguards
  (e)
    
    Export
  (f)
    
    Usernames and Passwords
  (g)
    
    Role-based Access
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1.1.2
    
    Patient Management Services
 (a)
    
    Patient Information
  (i)
    
    primary address and temporary address;
 (ii)
    
    primary physician and specialty physician;
 (iii)
    
    phone number;
 (iv)
    
    referral sources;
 (v)
    
    contact preference;
 (vi)
    
    date of birth;
 (vii)
    
    visit outcome;
 (viii)
    
    other notes on the patient or his or her treatment.
 (b)
    
    Scheduling Appointments
  (i)
    
    professional with whom the appointment is made;
 (ii)
    
    type of appointment;
 (iii)
    
    referral source;
 (iv)
    
    appointment confirmation;
 (v)
    
    3rd party confirmation of the appointment;
 (vi)
    
    appointment status;
 (vii)
    
    3rd party representation; and
 (viii)
    
    appointment notes.
  (ix)
    
    day;
 (x)
    
    professional; or
 (xi)
    
    room.
 (c)
    
    Managing Order Information
  (d)
    
    Managing Invoice and Returns Information
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(e)
    
    Medical Reporting Module
  (i)
    
    patients audiometric history;
 (ii)
    
    prior hearing aid history including purchases;
 (iii)
    
    audiometric findings including speech testing;
 (iv)
    
    immittance testing findings; and
 (v)
    
    a summary of findings and recommendations for each patient.
  (vi)
    
    produce a medical consultation form for the applicable patient;
 (vii)
    
    interpreting ABR/ENG test results and reporting them; and
 (viii)
    
    interpret audiometric data.
 (f)
    
    Report Catalogue ModuleProvider will provide to Helix the ability to create the reports set out in section 3.1
below.
 1.1.3
    
    Operations Services
 (a)
    
    Operational Reporting
  (b)
    
    Daily Transactions
  (c)
    
    Call-Center Capable
  (d)
    
    Price Quoting System
  (e)
    
    Catalogue Data
  (f)
    
    Grant Data
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1.1.4
    
    Insurance
 (a)
    
    Insurance and Member Information
  (b)
    
    Insurance Plan Entry and Lookup
  (c)
    
    Insurance Plans
  1.2
    
    Financial Services
  1.2.1
    
    Bookkeeping
 (a)
    
    Providers Accounting System
  (b)
    
    Exporting Providers Accounting System
  (c)
    
    Creating Cost Centre Profiles
  (i)
    
    upload into the Helix Database any patient database(s)
relating to the new Cost Centre;
 (ii)
    
    create invoice templates that may be used by Helix for the
new Cost Centre; and
 (iii)
    
    create a two digit identifier for the Cost Centre for
invoices.
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(d)
    
    Journals
  (e)
    
    General Ledgers
  (f)
    
    Reconciliations
 (i)
    
    Per Cost CentreProvided that Helix provides the daily deposit detail for the applicable bank
accounts to Provider, Provider will perform a monthly reconciliation of the
bank accounts for each Cost Centre. Provider will provide to Helix the
reconciliation for a certain Cost Centre for a certain month within the later
of ten Business Days of receiving the bank statement or the date Helix
provides all the necessary daily deposit detail for the applicable bank
account(s). A report setting out the results of the reconciliation will also
be provided by Provider to Helix at that time.
 (ii)
    
    Insurance PaymentsProvided that Helix provides the insurance payment information from the third
party payers, Provider will perform a monthly reconciliation of insurance
payments received from third party payers. Provider will provide the
reconciliation to Helix within the later of ten Business Days of the last day
of the applicable month or the date the Helix provides the necessary insurance
payment information from the third party payers. A report setting out the
results of the reconciliation will also be provided by Provider to Helix at
that time.
 (iii)
    
    ResolutionProvider and Helix will use reasonable efforts to resolve any discrepancy or
irregularity in the Financial Records noted as a result of the reconciliation
activities described in this section 1.2.1(e).
 (g)
    
    Income StatementsWithin ten Business Days of the last day of any of Providers monthly accounting
period, Provider will provide to Helix an income statement prepared in accordance
with generally accepted United States accounting principles for: (i) each Cost
Centre; and (ii) Helix.
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(h)
    
    Balance SheetWithin ten Business Days of the last day of any of Providers monthly accounting
period, Provider will provide to Helix a balance statement prepared in accordance
with generally accepted United States accounting principles for Helix.
 (i)
    
    ReportsProvider shall deliver or otherwise make available to Helix, in a format acceptable
to Helix acting reasonably, such financial reports as are specifically set forth in
this Agreement, at the intervals set out in the Agreement.
 (j)
    
    Accounting DocumentsProvider shall deliver or otherwise make available to Helix, in a format acceptable
to Helix acting reasonably, such other financial documents as are reasonably
requested by Helix in order to comply with Laws and Regulations.
 1.2.2
    
    Accounts Payable
  1.2.3
    
    Accounts Receivable
  1.2.4
    
    Assistance by Provider
  1.2.5
    
    Records
  1.3
    
    Installation
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1.3.1
    
    Installation Support  Telephone
  1.3.2
    
    Installation Support  Remote Access
  1.4
    
    Accounting System Integration
  1.5
    
    Project Planning
   1.5.1
    
    Transition Plan
  (a)
    
    Development
    (i)
    
    Acceptance Testing of the Software in a non-production
environment using realistic data based on the data in the then current Helix
Database;
 (ii)
    
    the installation of a copy of the Helix Database on Helix
servers;
 (iii)
    
    a period of time of at least one month beginning on a
mutually agreeable date (the Launch Date) during which: (A) Provider
continues to provide the Services described in this Schedule B.1 and the
systems used by Provider to do so remain Helixs production systems; and (B)
Helix begins to use the Software to perform the same tasks for itself (i.e.
in parallel);
 (iv)
    
    a period of time of at least one month beginning on a
mutually agreeable date (the Cut-over Date) during which: (A) Provider
continues to provide the Services described in this Schedule B.1 but the
systems used by Provider to do so cease to be Helixs production systems; and
(B) Helix continues to use the Software to perform the same tasks and Helixs
systems used to operate the Software become Helixs production systems; and
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(v)
    
    a back-out plan should any material problem with Helixs
ability to perform for itself the Services described in Schedule B.1 occur
within 30 days of the Cut-over Date.
 (b)
    
    Implementation of Project Plan
  2. MAINTENANCE
  Day of the Week
    
    HoursSaturday and Sunday
    
    Any time during weekendsMonday to Friday
    
    Between 9PM and 6AM local time in West Palm Beach, Florida
  3. REPORTS
 3.1
    
    Reports in Report Catalogue Module
  Reporting Period(e.g., daily, weekly,bi-weekly, monthlyReport
    
    Content of Report
    
    or upon request)1.
    
    Appointment  48 Hour Follow up
Call List
    
    Lists the patients that have received a new hearing aid the previous day
and will need a follow up call the following day.
    
    Daily  on demand2.
    
    Appointments by Professional
    
    Prints all appointments for a specific day, sorted by professional.
    
    Daily  on demand3.
    
    Appointments by Room
    
    Prints all appointments for a specific day, sorted by room.
    
    Daily  on demand4.
    
    Appointment  Cancellation/No
Show Report
    
    Lists patients having appointments for the past 2 weeks that have an
appointment status of Cancel or No Show and do not have a future
appointment scheduled. Not activated in Canada.
    
    Daily  on demand5.
    
    Appointment  Confirmation Report
    
    Prints all appointments for a specific day, sorted by room or
professional. It also indicates the appointment notes. Choose Print All
Appointments and Sort by Professional by Time.
    
    Daily  on demand6.
    
    Appointment  HAEs Booked over 2
Weeks
    
    Lists all HAEA appointments later than 2 weeks from the report date.
    
    Daily  on demand10.
    
    Duplicate Patient Report
    
    Lists all patients in a Cost Centres database(s) with identical names.
    
    Daily  on demand12.
    
    EOD  Insurance Billing
    
    Lists all invoices created on the query date that require additional
information or billing attachments on fee-for-service transactions that
have an insurance amount.
    
    Daily  on demand
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Reporting Period(e.g., daily, weekly,bi-weekly, monthlyReport
    
    Content of Report
    
    or upon request)13.
    
    EOD  Missing Data Report
    
    Lists patients that are missing information required for billing. This
must be corrected everyday to close the record keeping for a Cost Centre
at the End of Day.
    
    Daily  on demand14.
    
    EOD  Required Information Report
    
    Lists information missing in CMS that will prevent a Cost Centre from
performing closing procedures at the end of the day.
    
    Daily  on demand15.
    
    EOD Summary  Invoices/Returns
    
    Lists all invoices and returns created and voided on the query date.
    
    Daily  on demand16.
    
    EOD Summary  Payments/Refunds
    
    Lists all payments and refunds created and voided on the query date.
    
    Daily  on demand17.
    
    Medical Clearance Form
    
    Prints on-demand copy of the medical clearance form.
    
    Daily  on demand18.
    
    Order Status Report
    
    Lists all orders (new hearing aids and repairs) that are not yet delivered.
    
    Daily  on demand19.
    
    Patient Self-Assessment of
Communication (SAC)
    
    Prints a copy of the Patient Self-Assessment of Communication (SAC) to be
completed by a patient.
    
    Daily  on demand20.
    
    Payment Plan QUOTE
    
    Prints a payment plan quote form for counselling purposes.
    
    Daily  on demand21.
    
    Payment Plan Report
    
    Lists all patients currently enrolled in an active Helix payment plan.
Although Helix does not use the CMS payment plan form, this report will
identify the patients with outstanding hearing aid payments.
    
    Daily  on demand22.
    
    Preferred Appointment List
    
    Lists patients with the Pref Appt box checked on the individual
Appointment screen. This indicates patients who desire an earlier
appointment if an opening develops.
    
    Daily  on demand23.
    
    Transaction Summary
    
    Lists all the days transactions divided into different categories.
    
    Daily  on demand
 3.2
    
    Additional Reports
 3.2.1
    
    All Orders Report. For a period of time of up to six months from the Effective Date,
subject to an extension pursuant to section 4 below, upon the request of Helix, which request
may be made only once every seven days, Provider will compile, within two Business Days of
Helixs request, the report set out below. This report will be provided in a Microsoft Excel
format.
 Report
    
    Content of Report1. All Orders Report
    
    This report provides order, patient and
appointment detail for orders created within a
given date range by Cost Centre. This is not a
standard report generated in the Software.
 3.2.2
    
    Daily Delivery Report (DDR). For a period of time of up to six months from the Effective
Date, subject to an extension pursuant to section 4 below, Provider will compile the report
set out below. This report will be provided in a Microsoft Excel format.
 Report
    
    Content of Report1. Daily Delivery Report (DDR)
    
    Every morning, Provider will provide, by noon (local time in Hawkesbury,
ON) to one or more of Helixs Representatives, as identified by Helix to
Provider from time to time, an updated monthly report on the sales status
for each Cost Centre. This report will indicate the goals (as determined
by Helix from time to time), the deliveries and expected deliveries (as
determined by Helix from time to time) for each Cost Centre and for Helix
as a whole for each of any of Providers monthly accounting period.This report will follow the same format as the form of daily delivery
report used by Provider as of the Effective Date. The daily delivery
report will be divided the following into columns.(a) Delivery Goal refers to the total sales expected from a Cost Centre;(b) Delivery Actual refers to the sales that have been delivered up to
and including the day before this report was generated;(c) Delivery Scheduled refers to the sales that are expected to be
delivered during the remainder of the month. (A fitting appointment has
been booked.);
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Report
    
    Content of Report(d) Delivery Total refers to the total of actual and expected sales;(e) Difference refers to the amount still needed to reach the goal;(f) Order $$ refers to the total of new orders entered in the Software
the previous day;(g) Actual Average / Day;(h) Outstanding Goal Delivery;(i) Outstanding Deliveries refers to the total of all orders that are
not delivered to date;(j) % Scheduled refers to the percentage of the Outstanding
Deliveries that are scheduled in the Software;(k) HAE Goal;(l) HAE Actual refers to the actual number of HAEs completed to date in
a month;(m) HAE Scheduled refers to the number of HAEs that are booked in the
Software;(n) Misc. Goal Revenue refers to the expected sales from items that are
not hearing aids;(o) Misc. Revenue refers to the actual sales from items that are not
hearing aids; and(p) $ to Total refers to the percentage of the Delivery Total that is
from Misc. Revenue.
 4. DURATION OF DATA MANAGEMENT SERVICES, SOFTWARE MANAGEMENT
SERVICES AND FINANCIAL SERVICES
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SCHEDULE B.2
ONGOING SUPPORT
 1.
DESCRIPTION
 Training
  (a)
    
    Web-based Training
  (i)
    
    Provider will host a web-based training session in the form
of an interactive presentation via DimDim.com, which presentation can be
archived for future viewing by Helixs Representatives.
 (b)
    
    In-person Training
  1.2
    
    Maintenance
  1.2.1
    
    Updates
  1.3
    
    Ongoing Support
  1.3.1
    
    Help Desk
    Manner in Which the Request or Inquirywas Made
    
    Response TimeTelephone
    
    ImmediatelyEmail
    
    Within four hours of the requestUsing Providers Web-based Tool for
Submitting Requests
    
    Within four hours of the request
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1.3.2
    
    Contacting the Help Desk
   1.3.3
    
    Requests for Assistance
  Severity
    
    Condition
    
    Resolution Time* **
    
    UpdatesLevel 1
    
    Major function or
process is
inoperative and
unable to process
required
transactions.
    
    Provide a
correction or
bypass for the
problem within 24
hours of receipt of
the request for
assistance.
    
    Every four Business
Hours and when
significant
progress is made
with respect to the
resolution of the
incidentLevel 2
    
    Function or process
is inoperative but
circumventable in a
manner that is
reasonable in the
circumstances.
    
    Provide a
correction for the
problem within
three Business Days
of receipt of the
request for
assistance.
    
    Every Business Day
and when
significant
progress is made
with respect to the
resolution of the
incidentLevel 3
    
    Minor problem that
does not affect the
normal operation of
the Software.
    
    Provide a
correction for this
problem in the next
Update of the
Software.
    
    When the release
date for the
applicable Update
is scheduled by
Provider.
 *
    
    When calculating the amount of time Provider takes to provide a correction or a bypass for
a
problem, any time during which Provider is prevented from working towards a correction or a bypass
because: (i) Provider has requested in writing and is waiting for further information relating to
the incident from Helix; or (ii) Provider is waiting for Helix to provide remote access to the
Software being run by Helix, shall not be used in the calculation.**
    
    If Provider (using reasonable efforts and a copy of the Software as provided to Helix
running on
Providers technology infrastructure) is unable to reproduce a problem with the Software reported
by Helix, it is reasonable for Provider to determine that the problem is a problem with Helixs
technology infrastructure and not the Software. 1.3.4
    
    Reports
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SCHEDULE B.3
FEES
 2. SERVICES
 Business Transition Support
  Total of AllServices
    
    Quarterly Fees
    
    Quarterly Fees
    
    Payment ScheduleData Management
Services (the
Services described
in section 1.1 of
Schedule B.1)
    
    $
    60,000
    
    $
    240,000

    
    Commencing on the
first day after the
end of the first
quarter from the
Effective Date,
$100,000.00 is to
be paid at such
time, and then on
the first day after
the end of each of
the next three
subsequent
quarters,
$100,000.00 is to
be paid, until
$400,000.00 in
total has been
paid. Each of the
above-noted
payments are only
due and payable and
shall be as noted
above.Financial Services
(the Services
described in
section 1.2 of
Schedule B.1)
    
    $
    25,000

    
    $
    100,000Installation
Support Services
(the Services
described in
section 1.3 of
Schedule B.1)
    
    $
    5,000

    
    $
    20,000Accounting System
Integration (the
Services described
in section 1.4 of
Schedule B.1)
    
    $
    5,000

    
    $
    20,000Project Planning
Support Services
(the Services
described in
section 1.5 of
Schedule B.1)
    
    $
    5,000

    
    $
    20,000Totals
    
    $
    100,000

    
    $
    400,000
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    CONFIDENTIAL
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Ongoing Support
  Total of AllServices
    
    Monthly Fees
    
    Monthly Fees
    
    Payment ScheduleTraining Services
(the Services
described in
section 1.1 of
Schedule B.2)
    
    
    $55,400

    
    
    $997,200

    
    Commencing on the
date which is the
first monthly
anniversary of the
Effective Date,
$77,777.77 is to be
paid, and
thereafter, on each
subsequent date
which is the
monthly anniversary
date of the
Effective Date, for
a period of sixteen
months from the
first payment noted
above, $77,777.77
is to be paid. On
the date which is
eighteen months
from the first
monthly anniversary
of the Effective
Date, an amount of
77,777.91 is to be
paid. Each of the
above-noted
payments are only
due and payable and
shall be paid as
noted above.Maintenance
Services (the
Services described
in section 1.2 of
Schedule B.2)
    
    
    $2,600

    
    
    $46,800Remote Support
Services (the
Services described
in section 1.3 of
Schedule B.2)
    
    $19,777.77
for first 17
payments
then
$19,777.91 for
final payment
    
    
    $356,000Totals
    
    $77,777.77
for first 17
payments
then
$77,777.91
for final payment
    
    
    $1,400,000
 2. RATES APPLICABLE TO SERVICES PERFORMED ON A TIME AND MATERIALS BASIS
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SCHEDULE C
CONFIDENTIALITY AND PRIVACY
 1. CONFIDENTIALITY
 1.1
    
    Definitions and Background.
 (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 the Documentation, as
defined in the License Agreement, 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.
 1.2
    
    Exceptions. Confidential Information does not include information which:
 (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.
  1.3
    
    Required by Law. The Recipient will not be liable for disclosure of Confidential Information
if disclosure is required by law, provided that the Recipient, to the extent permitted by
applicable Laws and Regulations, notifies the Disclosing Party of any such requirement as soon
as legally permissible, so that the Disclosing Party may seek a protective order or other
relief. Notwithstanding the foregoing, the provisions of this section 1.3 will not permit
Provider to disclose any Personal Information under any law which is not applicable in the
Province of Ontario.
 1.4
    
    Ownership. As between the parties, each party is the owner of its Confidential Information,
and except to the extent set out in this Agreement, no interest, licence or other right in or
to its Confidential Information is granted to the other party or implied simply by the
disclosure of the Confidential Information.
 1.5
    
    Warranties. EXCEPT TO THE EXTENT EXPRESSLY SET OUT OTHERWISE IN THE AGREEMENT:
 (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.
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1.6
    
    Recipients Obligations. The Recipient will:
 (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 will 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 and, in the case of Helix, the Clinics 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.
 1.7
    
    Equitable Relief. Each party acknowledges that the Confidential Information of the other
party is of value to the other party or to its suppliers and that any breach of this Agreement
will cause irreparable injury to the other party or to any third party to whom the other party
owes a duty of confidence, and that any such injury to the other party or to any such third
party may be difficult to calculate and inadequately compensable in damages. Consequently,
each party agrees that in addition to any other remedies that the other party may have, the
other party will be entitled to obtain injunctive and other equitable relief, as a matter of
right without proving injury, and any other remedy for any actual or potential breach of this
Agreement.
 1.8
    
    Return of Confidential Information. The Recipient will, at any time upon request of the
Disclosing Party and upon termination of this Agreement, immediately return the Disclosing
Partys Confidential Information and all copies thereof in any form whatsoever under the power
or control of Recipient, to the Disclosing Party, provided that: (a) to the extent that the
Recipient is not reasonably able to return any such Confidential Information, the Recipient
may, with the consent of the Disclosing Party, destroy such Confidential Information and
provide the Disclosing Party with a destruction certificate signed by an appropriate officer
of Recipient certifying such destruction; (b) the Recipient will be entitled to retain
Confidential Information if so required by applicable Laws and Regulations. However, the
Recipient will have no obligation to return any Confidential Information of the Disclosing
Party that is incorporated in or forms part of any Work Product and Services to be provided
under this Agreement, and which the Recipient is entitled to use during the Term of this
Agreement or at any time thereafter, and without limiting the foregoing, the Recipient is not
required to return any Confidential Information for which any right or license is granted to
the Recipient that survives the expiration or termination of this Agreement.
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    CONFIDENTIAL
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2. PRIVACY
 2.1
    
    Personal Information. The parties will, at all times, comply with all applicable Laws and
Regulations pertaining to the protection of Personal Information.
 2.2
    
    Assistance.
 (a)
    
    Each party will promptly provide a reasonable response to any questions posed
by the other from time to time with respect to compliance with section 7 of this
Agreement and this Schedule C.
 (b)
    
    Without limiting any other obligation of Provider under this Agreement and
promptly upon request, Provider will provide Helix with all such reports, information,
cooperation and assistance, as may be requested by Helix from time to time, such
co-operation, information and assistance to be provided without cost but with Helix
covering Providers reasonable out-of-pocket expenses (but not legal fees), to enable
Helix to comply with any and all requirements to which Helix is subject under any
applicable Laws and Regulations pertaining to the protection of Personal Information
(including but not limited to PHIPA).
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    CONFIDENTIAL
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SCHEDULE D
DISPUTE RESOLUTION
 1. DEFINITION OF DISPUTE
  2. GENERAL PRINCIPLES
      3. RESOLUTION
 3.1
    
    Escalation Process to Resolve a Dispute. If the Parties Representatives are unable to
resolve a Dispute within 10 Business Days, then the Dispute will be referred to the President
(or substantial equivalent) of each party for resolution (each an Executive). The Executives
will make all reasonable efforts to resolve the Dispute within 20 Business Days of its
referral. Each Party will ensure that its Executive has the necessary authority to resolve
that Dispute on behalf of that Party.
 3.2
    
    Arbitration
 (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).
 (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
will be appointed in accordance with these provisions.
 (c)
    
    The arbitration will:
 (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 Helix and Provider; and
 (iii)
    
    will be final and binding and may be enforced in the same manner as a judgment
or order to the same effect, and no appeal will lie therefrom except on questions of
law or the jurisdiction of the arbitration.
 (d)
    
    The arbitrator will:
 (i)
    
    not be interested financially in this Agreement or in either Partys business;
 (ii)
    
    not be employed by either Party or employed by a person engaged by either
Party;
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(iv)
    
    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,
  (v)
    
    may appoint independent experts and any other person to assist him or her in
the hearing of the arbitration;
 (vi)
    
    may determine all questions of law and jurisdiction including questions as to
whether the dispute is arbitrable;
 (vii)
    
    may determine any question of fact including questions of good faith,
dishonesty or fraud arising in the Arbitration;
 (viii)
    
    may order any Party to furnish such further details of that Partys case, as to fact
or law, as it may require;
 (ix)
    
    may require or permit the Parties to give evidence under oath or solemn
affirmation;
 (x)
    
    may order the Parties or either of them to make interim payments towards the
costs of the Arbitration;
 (xi)
    
    has the right to grant permanent and interim damages or injunctive relief, and
 (xii)
    
    will have the discretion to award costs including reasonable legal fees,
interest and costs of the arbitration; provided that the Arbitrator will not have the
right to award any punitive or other damages specifically excluded by this Agreement.
 (e)
    
    Unless the Parties will at any time otherwise agree in writing, the arbitrator will 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;
 (ii)
    
    to allow any Party, upon such terms (as to costs and otherwise) as it will
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 will:
 (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;
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(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 will 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 will 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 will be equally shared by the Parties. The fees of any independent
experts and any other persons appointed to assist the arbitrator will be shared equally by the
Parties.
   - 35 -