ex10-3



 


EXHIBIT 10.3


CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.



SUPPLY AGREEMENT



      This Agreement, is made as of the 7th day of December, 2001 (“Execution
Date”), among Siemens Hearing Instruments, Inc., a Delaware corporation, with
an address at 10 Constitution Avenue, Piscataway, New Jersey 08855 (“SHI” or
“Seller”), certain subsidiaries and affiliates of Siemens Aktiengesellschaft
(collectively, the “Siemens Affiliates”) and HEARx, Ltd., a Delaware
corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, FL
33407 (“HEARx” or “Buyer”).


      WHEREAS, Buyer is a retail seller of hearing aids in the United States and
also services hearing healthcare programs sponsored by HMOs and insurance
companies; and


      WHEREAS, Seller is a manufacturer of hearing aids and sells such hearing
aids to retail resellers, including Buyer, for resale to consumers; and


      WHEREAS, Buyer and Seller have determined that it would be in their
respective best interests to assure a steady supply of hearing aids of various
styles and capacities (the “Products”) from Seller in order that Buyer may
efficiently and economically distribute such Products through its current and
future retail outlets (“Facilities”); and


      WHEREAS, Seller has offered to sell and Buyer has agreed to purchase the
Products, all in accordance with the terms and conditions contained herein.


      NOW, THEREFORE, the parties hereto agree as follows:


      1. Purchase and Sale. Subject to the provisions contained in this
Agreement, Seller has agreed to sell and Buyer has agreed to buy those Products
listed on Exhibit A to this Agreement during the term of this Agreement. The
Siemens Affiliates manufacture or may manufacture certain of the Products
offered hereunder, and those Products manufactured and supplied by the Siemens
Affiliates and purchased by Buyer will be included within the definition of
Products under this Agreement and included in the calculations set forth in
Section 4 hereof. If any Siemens Affiliate shall sell any of the Products to
the Buyer, such Siemens Affiliate shall execute and deliver a counterpart,
substantially in the form of Exhibit B, to SHI and the Buyer. Upon the
execution of such counterpart, such Siemens Affiliate shall become a party
hereto and be bound by all the terms and conditions hereof as a “Seller” to the
same extent as though such Siemens Affiliate had originally executed this
Agreement. The parties understand and agree that Exhibit A may be amended from
time to time, upon mutual agreement of the Seller and Buyer, to add or delete
Products. In addition, it is specifically understood that Buyer is purchasing
the Products for the purpose of resale in all of Buyer’s Facilities, including,
without limitation, any new Facilities which may be or are owned, operated,
affiliated with or managed by Buyer.

 






 




      2. Term. The initial term of this Agreement is five (5) years, commencing
on the Execution Date (the “Initial Term”). The Initial Term will be extended
for one additional five (5) year term (the “Renewal Term”) on the same terms
and conditions as those set forth as of the Execution Date of this Agreement;
provided, however, that during the Renewal Term the “minimum purchasing levels”
set forth in Section 4 hereof shall be at least the lesser of
(a) **** percent (****%) of
Buyer’s quarterly purchases of hearing aid products and (b)
**** hearing aids per quarter.


      3. Terms and Conditions of Sale. The Buyer will submit its orders for
Products either on the forms provided therefor or via a website provided by
Seller and payment shall be made by Buyer for products delivered and accepted
within sixty (60) days from the date of statement by Seller.


      4. Ordering Process and Pricing. Buyer understands that Seller has
offered special terms and pricing to Buyer as consideration for the purchase
compliance levels committed to by Buyer, and that Seller is willing to continue
to provide Products to Buyer in a manner consistent with the relationship
enjoyed to date by Seller and Buyer. Subject to Section 3 hereof, Buyer agrees
to purchase, in each Fiscal Quarter during the term of this Agreement (which,
for the purposes of this calculation, shall be each of the three month periods
ending on the last Saturday of the months of March, June, September and
December, at least the lesser of (a) **** percent (****%) of Buyer’s quarterly purchases of
hearing aid products and (b) **** hearing aids per quarter (“minimum purchasing
levels”) from Seller; provided however, that:


            (i)       for purposes of this Section 4, (A) the Fiscal Quarter in which the
Execution Date or the first day of the Renewal Term occurs (unless the
Execution Date or such first day of the Renewal Term is the first day of a
Fiscal Quarter), shall mean the period commencing on the Execution Date or such
first day of the Renewal Term and ending on the last day of the applicable
Fiscal Quarter (such period, the “Initial Contract Fiscal Quarter”), (B) the
“quarterly purchases” described in clause (a) above shall refer to such
purchases made during the applicable Initial Contract Fiscal Quarter, and (C)
for purposes of clause (b) above and Section 2(b), the numbers **** and ****
shall be reduced to a number equal to the product of **** or ****, as the case
may be, multiplied by a fraction, the numerator of which is the number of days
in the applicable Initial Contract Fiscal Quarter and the denominator of which
is the actual number of days in the Fiscal Quarter in which the Execution Date
occurs or the Renewal Term commences; and


            (ii)      for purposes of this Section 4, (A) the Fiscal Quarter in which the
last day of the Initial Term or the Renewal Term occurs (unless such day is the
last day of a Fiscal Quarter), shall mean the period commencing on the first
day of such Fiscal Quarter and ending on the last day of the Initial Term or
the Renewal Term, as the case may be (such period, the “Final Contract Fiscal
Quarter”), (B) the “quarterly purchases” described in clause (a) above shall
refer to such purchases made during the applicable Final Contract Fiscal
Quarter, and (C) for purposes of clause (b) above and Section 2(b), the numbers
**** and **** shall be reduced to a number equal to the product of **** or
****, as the case may be, multiplied by a fraction, the numerator of which is
the number

-2-






 




of days in the applicable Final Contract Fiscal Quarter and the
denominator of which is the actual number of days in the Fiscal Quarter in
which the last day of the Initial Term or the Renewal Term occurs.


      In exchange for this purchase
commitment, Seller has offered to sell the Products to Buyer at the
prices set forth on Exhibit A. During the term of this Agreement,
upon written notice to Buyer not later than sixty (60) days prior to
the effective date thereof, Seller may adjust the list prices for the
Products, such adjustment to take effect on the date set forth on
such notice. ****
In the event Buyer defaults in its obligation to meet the agreed purchase
requirements, Seller, in its sole discretion, shall have the right to take any
or all of the following actions hereunder: (i) adjust prices or terms and
conditions of sale with respect to the provision of Products for the remaining
contract years of the Agreement, (ii) seek reimbursement from Buyer for the
difference between the special pricing offered in connection with this
Agreement and the then-current list prices for the Products, (iii) obtain
injunctive relief compelling Buyer to refrain from purchasing hearing aids from
any vendor other than Seller until the end of the term of this Agreement, (iv)
obtain injunctive relief compelling Buyer to purchase all its requirements for
hearing aids from Seller until the end of the term of this Agreement, or (v)
terminate this Agreement in accordance with Section 11 hereof.


      5. Product Representations. Seller makes the following representations
and warranties with respect to the Products sold hereunder:


      (a) Each Product shall be manufactured (i) in conformity with all
applicable requirements of the Food and Drug Administration (“FDA”) and (ii) in
accordance with all applicable United States federal, state and local statutes,
ordinances and regulations, including but not limited to the Food, Drug and
Cosmetic Act (21 USC 301 et seq.) (the “Act”), as amended from time to time,
and the regulations thereunder, including Good Manufacturing Practice
Regulations, which are currently in force or which are hereafter adopted. At
the time of shipment of any Product, it will not be adulterated or misbranded
within the meaning of the Act and will not be a product which would violate any
section of the Act if introduced into interstate commerce in the United States.


      (b) Seller has good and marketable title to, and the right to sell, the
Products.


      (c) The manufacture and sale of the Product, and its use in accordance
with all applicable approvals theretofore obtained and Seller’s directions for
use, shall not, to the knowledge of Seller, infringe any intellectual property
rights of any third parties.


      6. Covenants of Seller. Seller covenants and agrees as follows with
respect to the Products:


      (a) Seller shall conduct its manufacturing operations in a safe and
prudent manner, in compliance with all applicable laws and regulations,
including, but not limited to, those dealing with occupational safety and
health, those dealing with public safety and health, those dealing with
protection of the environment, and those dealing with disposal of wastes and in
compliance with the applicable provisions of this Agreement.


      (b) Seller shall use commercially reasonable efforts to have the Products
listed on the “pick lists” maintained by each of the Canadian provinces.

-3-






 




      (c) Seller shall use commercially reasonable efforts to (i) fill Buyer’s
orders for Products on time and (ii) deliver Products that function as per
specifications and that meet the requirements of the orders submitted by Buyer,
in each case consistent with past practices of Buyer and Seller.


      (d) Seller shall use commercially reasonable efforts to remain one of the
technology leaders in the field of hearing healthcare; provided that nothing
contained herein shall limit or prohibit Seller from conducting its business in
accordance with the policies and procedures established from time to time by
Seller’s Board of Directors or with the overall policies and procedures of
Siemens Aktiengesellschaft.


      7. Indemnification by Seller.


      (a) Subject to the provisions of subsection 7(b) below, Seller agrees to
indemnify, defend and hold harmless Buyer, its affiliates and their respective
employees, agents and representatives, against any and all claims, losses,
damages and liabilities, including reasonable attorneys’ fees, incurred by any
of them arising out of any breach of any representation by Seller, resulting
from the actual adulteration or misbranding of Product, or any defect in
materials or workmanship.


      (b) The foregoing indemnify shall not be effective to the extent any such
claim, loss, damage or liability is based upon (i) any act of Buyer or any of
its affiliates, agents or representatives, (ii) any act of Buyer or any of its
affiliates, agents or representatives done jointly with any party other than
Seller, or (iii) any claim arising as a result of any unauthorized alteration,
modification or change to the Product by any party other than Seller.


      8. Indemnification by Buyer.


      (a) Subject to the provisions of subsection 8(b) below, Buyer agrees to
indemnify, defend and hold harmless Seller, its affiliates and their respective
employees, agents and representatives, against any and all claims, losses,
damages and liabilities, including reasonable attorneys’ fees, incurred by any
of them arising out of any act of Buyer relative to the marketing, distribution
and sale of Products.


      (b) The foregoing indemnity shall not be effective nor shall it be
enforceable in the event any such claim, loss, damage or liability is based
upon (i) any act of Seller or any of its affiliates, agents or representatives,
(ii) any act of Seller or any of its affiliates, agents or representatives done
jointly with any party other than Buyer, or (iii) any claim arising as a result
of any unauthorized alteration, modification or change to the Product by any
party other than Buyer, or any defect in materials or workmanship.


      9. Procedures Related to Indemnification.


      (a) A party seeking indemnification under the terms of this Agreement
shall be referred to as the “indemnified party” and the person who is to
provide such

-4-






 




indemnification shall be referred to as the “indemnifying party.”
The indemnified party
shall notify in writing the indemnifying party with reasonable promptness
of its discovery of any matter giving rise to a claim of indemnity. The
failure or delay in so notifying the indemnifying party shall not relieve
indemnifying party of its obligations to indemnify unless, and only to the
extent that, the indemnifying party’s defense of such claim is materially
prejudiced as a result of such delay. The indemnified party shall provide
the indemnifying party as soon as practicable all information and documentation
related to the matter for which the indemnified party seeks indemnification.
The indemnifying party shall be given access to all books and records in the
possession or under the control of the indemnified party that the indemnifying
party reasonably determines to be related to such claim.


      (b) Promptly upon receipt of notice from the indemnified party, the
indemnifying party shall take over control of the defense of any action, claim
or litigation arising out of the indemnification provisions of this Agreement.
The indemnified party shall support and assist the indemnifying party in the
defense, but all costs, expenses and related charges, including but not limited
to attorneys’ fees, shall be for the account of the indemnifying party, except
to the extent such independent counsel is representing the indemnified party
for defenses available to it but not available to the indemnifying party. If
the indemnified party wishes to retain its own counsel to advise and assist in
the defense of such claim, it may do so, but the expense of retaining such
independent counsel shall be for the account of the indemnified party and the
indemnifying party shall retain complete control over the defense. If, after
receipt of notice, the indemnifying party does not defend the interests of the
indemnified party or does not take appropriate action to defend and hold
harmless the indemnified party, then, and in that case only, the indemnified
party shall be entitled to retain counsel, defend the action, claim or
litigation, and seek compensation for all of its costs of defense from the
indemnifying party. The indemnified party shall not, without the prior consent
of the indemnifying party, enter into any settlement the result of which would
materially limit or modify the rights of the indemnifying party under this
Agreement.


      10. Recall. In the event of any recall of any Product, whether voluntary
or involuntary, Seller shall replace the recalled Product without charge to
Buyer. In addition, Seller shall pay all of Buyer’s reasonable out of pocket
expenses incurred in connection with such recall. In no event shall Seller be
liable for any loss of use, revenue or anticipated profits, loss of stored,
transmitted or recorded data, or for any incidental, unforeseen, special,
punitive or consequential damages arising out of or in connection with this
Agreement, or the sale or use of the Products, or arising out of the actions
taken by Seller in response to a recall or other action required by law,
regulation or agency with oversight over the operations and business of Seller;
provided, however, that nothing in this Section 10 shall limit Seller’s
indemnification obligations under Section 7 for losses incurred by Buyer for
which Buyer is entitled to indemnification arising out of a claim by any third
party.


      11. Termination.

-5-






 




      (a) Either party may terminate this Agreement in the event of a material
breach by the other which remains uncured (or where significant steps toward
effecting the cure shall not have been taken) within sixty (60) days after
written notice is given to the breaching party specifying the nature of the
breach. The parties agree that Buyer’s failure to meet the purchase
requirements set forth in Section 4 or to make payments as required under this
Agreement shall be material breaches, giving Seller the right subject to the
cure period, but not the obligation, to terminate this Agreement. The remedy
of termination shall be without prejudice to any other rights or remedies
available to the non-breaching party under this Agreement or at law.


      (b) Notwithstanding subsection (a) hereinabove, Seller may terminate this
Agreement effective immediately if any proceeding shall be instituted by or
against the Buyer seeking to adjudicate it a bankrupt or insolvent or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a custodian, receiver, trustee or other
similar official for it or for any substantial part of its property and, in the
case of any such proceedings instituted against Buyer (but not instituted by
it) either such proceedings shall remain undismissed or unstayed for a period
of sixty (60) days or any of the actions sought in such proceedings shall
occur; or the Buyer shall take any corporate action to authorize any of the
actions set forth above in this subsection (b). Buyer may terminate this
Agreement if Seller voluntarily or involuntarily becomes bankrupt or is unable
to fulfill its obligations hereunder.


      (c) Buyer may terminate this Agreement if (i) the US Food and Drug
Administration takes any final action the result of which is to ban the
manufacture, sale or introduction into interstate commerce of any Product or to
impose significant restrictions on its use in the hearing field or generally or
(ii) Seller purchases or operates any entity which sells hearing aids through
retail outlets.


      (d) Termination or expiration of this Agreement for any reason shall not
(i) release either party from any liability or obligation which has already
accrued as of the effective date of such termination or (ii) constitute a
waiver or release of, or otherwise be deemed to prejudice or adversely affect,
any rights, remedies or claims, whether for damages or otherwise, which a Party
may have hereunder, at law, equity or otherwise.


      12. Change of Control. If, during the two-year period following the
Execution Date, there is a Change of Control (as defined in the Credit
Agreement, dated as of December 7, 2001, by and between the Seller and the
Buyer), and the surviving entity of such Change of Control does not assume the
obligations hereunder, Buyer will remit to Seller a break-up fee in the amount
of fifty million ($50,000,000.00) dollars not later than five (5) days from the
date of the Change in Control. After this two year period, if there is a
Change of Control and the surviving entity of such Change of Control is a
manufacturer of hearing aids or related products or owns, directly or
indirectly, a manufacturer of hearing aids or related products, Buyer will
remit to Seller a break-up fee

-6-






 




in the amount of fifty million ($50,000,000.00) dollars not later than
five (5) days from the date of the Change in Control.


      13. Representations and Warranties.


      (a) Seller represents and warrants that:



		
	 	      (i)      Seller is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation and has
requisite power and authority to own, lease and operate its properties
and to carry on its business as currently conducted, and is qualified to
do business in all jurisdictions where it currently conducts business.
	 
	 	      (ii)      Seller has the power and authority to enter into this Agreement
and to perform its obligations hereunder, and the execution of this
Agreement has been duly authorized by all necessary corporate or other
action.
	 
	 	      (iii)     This Agreement constitutes a legal, valid and binding
obligation of Seller, and is enforceable against it in accordance with
its terms, except to the extent such enforceability may be subject to (a)
the laws of bankruptcy, insolvency, fraudulent conveyance or other laws
relating to creditors’ rights or (b) general equitable principles.
	 
	 	      (iv)     The execution and delivery of this Agreement and the
performance by Seller of its obligations hereunder will not violate any
laws or regulations applicable to Seller, conflict with or cause a breach
of any obligations to a third party, or violate, breach or conflict with
any of the terms of Seller’s Certificate of Incorporation or By-Laws.



      (b) Buyer represents and warrants that:



		
	 	      (i)       Buyer is a corporation duly organized, validly existing and in
good standing under the laws of its state of organization and has
requisite power and authority to own, lease and operate its properties
and to carry on its business as currently conducted, and is qualified or
will be qualified to do business in all jurisdictions where it does or
will conduct business.
	 
	 	      (ii)      Buyer has the power and authority to enter into this Agreement,
including the power and authority to make payments in respect of
purchases and other transactions arising herefrom, and to perform its
obligations hereunder. The execution of this Agreement has been duly
authorized by all necessary corporate, governmental or other action.
	 
	 	      (iii)     This Agreement constitutes a legal, valid and binding
obligation of Buyer, and is enforceable against it in accordance with its
terms, except to the extent such enforceability may be subject to (a) the
laws of bankruptcy,



-7-






 





		
	 	insolvency, fraudulent conveyance or other laws relating to
creditors’ rights or (b) general equitable principles.
	 
	 	      (iv)     To the best of Buyer’s knowledge, Buyer does not have any
liabilities or obligations of any nature, whether absolute, accrued,
contingent or otherwise, that would be material to its or their financial
condition or business operations that have not been disclosed to Seller.
	 
	 	      (v)      The execution and delivery of this Agreement and the performance
by Buyer of its obligations hereunder will not violate any laws or
regulations applicable to Buyer, conflict with or cause a breach of any
obligations of Buyer to a third party, or violate, conflict with or cause
a breach of any of the terms of Buyer’s Certificate of Incorporation or
By-Laws.



      (c) Product Complaint Procedures. Buyer agrees to provide all complaints
with respect to the Products to Seller, in writing and in the English language,
in a timely manner. Submitted complaints shall contain sufficient detail to
enable Seller to adequately investigate the reported problem. Complaints
pertaining to injury or death shall be reported to Seller in five (5) working
days or less from the date of Buyer’s receipt of such complaint in order that
Seller may comply with the requisite FDA Medical Device Reporting requirements.
Seller will take appropriate steps to make all necessary filings and reports
to regulatory agencies in accordance with its obligations. When requested so
to do, Buyer will use its best commercial efforts to provide evaluation and
investigation support to Seller. Seller, as service provider for the Products,
is responsible for analysis of service reports, service repair data, service
trends and telephone support for potential complaints or corrective action
requirements, all as set forth in the Quality Systems Regulation and other FDA
instructions. Buyer agrees to return parts involved in a complaint to Seller
promptly, and in any event within thirty (30) days after notification by Buyer
to Seller of the complaint.


      14. Dispute Resolution.


      (a) In an effort to effectively and economically manage the resolution of
any disagreement which might arise during the term of this Agreement with
respect to the obligations of the parties, or with respect to actions to be
taken or not taken under the terms of the Agreement, the parties agree to
appoint a representative (at the line manager level or its equivalent) to meet
and discuss the disagreement. If such representatives, after a good faith
effort, are not able to resolve the disagreement to the mutual satisfaction of
the parties, the disagreement then shall be submitted to the respective Vice
Presidents of the parties for their attention. If the Vice Presidents are not
able to negotiate a mutually acceptable resolution of the dispute, then the
parties agree to submit the disagreement to arbitration and the provisions of
clause (b) of this Section shall apply.


      (b) Subject to the provisions of subsection (a) hereinabove, any
disagreement, dispute, controversy or claim arising out of this Agreement,
including without limitation, interpretation thereof, or any alleged breach or
invalidity, which cannot be resolved

-8-






 




through the good faith negotiations of the parties shall be resolved
through arbitration. The arbitration shall be conducted in accordance with
the commercial arbitration rules of the American Arbitration Association
(except to the extent such rules conflict with the provisions of this
Agreement, in which event, this Agreement shall control). The tribunal shall
be composed of three arbitrators (one selected by each party and the third
selected by the arbitrators selected by the parties) and shall be conducted in
New York, New York (“Site”). Any arbitration proceedings shall be conducted in
confidence and the award or decision of the tribunal shall be final and binding
upon the parties. The award of the arbitrators shall be enforceable by any
court having jurisdiction thereof.


      (c) Nothing contained herein shall prohibit or limit in any way any party
from seeking or obtaining preliminary or interim injunctive or other equitable
relief from a court for a breach or alleged breach of any of the covenants and
agreements of the other party to this Agreement.


      15. Notices. When any notice is required or permitted to be given under
any provision of this Agreement, such notice shall be made in writing and
signed by or on behalf of the party giving such notice, mailed certified mail,
postage prepaid, return receipt requested, or sent by nationally recognized
overnight courier, and addressed to the party to whom such notice is to be
given at the addresses set forth below. Notices are considered delivered on
the postmarked date or the date delivered to a courier for next workday
delivery. Either party may change its address for the receipt of any notice in
the manner set forth above.



	 	 	 
	To Seller:		
To Buyer:
	 
	Siemens Hearing Instruments, Inc.		
HEARx Ltd.
	10 Constitution Avenue		
1250 Northpoint Parkway
	Piscataway, New Jersey 08855		
West Palm Beach, FL 33407
	Attention: Chief Financial Officer		
Attention: President
	Telecopy No. (732) 562-6688		
Telecopy No. (561) 688-8893
	 
	Copy to:		
Copy to:
	 
	Associate General Counsel		
The Buyer’s General Counsel (at the
	Siemens Corporation		
address specified above).
	186 Wood Avenue South
	Iselin, NJ 08830



      16. New Products. The parties understand and agree that the development
of new hearing aids is both anticipated and encouraged. Buyer wishes to be
able to sell new and improved Products. As new Products become commercially
available from Seller, Seller will provide notice to Buyer of such
availability, and such Products will be added to this Agreement as soon as they
are commercially available upon the mutual agreement of the parties. Seller
shall determine the prices for such new Products, such prices to be

-9-






 




commercially reasonable and consistent with the quantity discounts provided
under this
Agreement. Such Products shall be subject to the same adjustments in
price as described above for the current Products. As a result of the
development of new technology, certain of the current Products may become less
valuable in the marketplace. To the extent practicable, Seller will continue
to offer the older Products, but Buyer agrees to channel its marketing efforts
and those of the Facilities towards the introduction and sale of the new
Products added to this Agreement. As the scope of the Products changes,
certain older Products may be deleted from the Products offered under this
Agreement, upon the mutual agreement of the parties.


      17. Miscellaneous Provisions.


      (a) No Assignment. Neither this Agreement, nor the rights or duties of
any party thereunder, may be assigned without the written consent of the other
party, which consent shall not be unreasonably withheld or delayed, provided,
however, that Seller shall be permitted to assign this Agreement to a
subsidiary, parent or affiliated entity of Seller. In the event of a Change of
Control (as defined in Section 12 hereof) during the term of this Agreement,
Seller shall have the right to determine whether or not, in its discretion,
this Agreement should be assigned to the third party or the entity which
results from the Change of Control, and, should Seller so request, Buyer will
provide or arrange to have provided to Seller, additional assurance of the
abilities and willingness of the third party or new entity to assume the
obligations and provide the services of Buyer hereunder. If Seller does not
consent to an assignment of this Agreement, Buyer shall have the right to
terminate the Agreement on sixty (60) days prior written notice without any
further obligation or liability hereunder. Seller shall retain all rights
which it has or may have up to the effective date of such termination. This
Agreement shall be binding on Seller and Buyer and their respective successor
and permitted assigns.


      (b) No Waiver. No waiver of a breach of any provision of this Agreement
shall constitute a waiver of any other breach of such provision, nor shall any
such waiver be construed as a continuing waiver.


      (c) Governing Law. This Agreement is governed by and construed in
accordance with the laws of the State of New York, without giving effect to
such State’s conflict of laws provisions (other than Sections 5-1401 and 5-1402
of the New York General Obligations Law).


      (d) Force Majeure. No party shall be liable for failure to perform or
delay in performing its obligations under this Agreement, and shall not be
deemed to be in breach of its obligations hereunder, if and to the extent and
for so long as such failure or delay in performance or breach is due to natural
disaster, war, strikes or other labor disputes, any loss or disruption of
facilities, or any other cause beyond the reasonable control of such party.
The affected party shall promptly provide the other party with notice of such
occurrence, shall diligently attempt to restore or continue its performance,
and shall advise when such event of force majeure shall have ended.

-10-






 




      (e) Housemark Usage. In connection with the transactions contemplated
under this Agreement, Seller has authorized Buyer to use Seller’s housemark
‘SIEMENS’ in accordance with Seller’s regulations and guidelines for the use of
such housemark. In order to assure proper usage of its housemark, Seller
reserves the right to review all proposed usages of the housemark by Buyer.


      (f) Complete Agreement. This Agreement, and the Exhibits hereto,
represents the complete and exclusive statement of the arrangement between the
parties with respect to the matters contained herein and supersedes all prior
agreements and representations, oral or written, on the same subject matter.
Amendments to this Agreement shall not be effective unless made in writing and
signed by the parties hereto. In the event of a conflict between the terms
contained in any of the Exhibits relating to this Agreement and the terms of
this Agreement, the text of this Agreement shall govern. If there are terms in
the Exhibits which govern activities related thereto and which are not
addressed in this Agreement, the terms of the Exhibit shall govern. If the
nature of the activities to be conducted pursuant to this Agreement anticipate
the preparation, execution and use of other agreements (“ancillary documents”)
in respect of specific activities, such ancillary documents will be subject to
the terms of this Agreement to the extent the terms therein are not in conflict
with this Agreement, and in an event of conflict, the terms of the ancillary
documents shall control the activities described therein.


      (g) No Agency. The relationship established hereby is in all respects a
commercial relationship. Nothing herein shall be construed as imposing any
fiduciary obligations on either party, or as establishing any partnership or
joint venture between the parties, or as rendering one part an agent of the
other. No agent or employee of one party shall be deemed to be an employee or
agent of the other. The parties acknowledge that their relationship is one of
independent buyer and seller and that, as separate entities, they have entered
into this Agreement for their respective business interests.


      (h) Confidentiality. Buyer and Seller agree that this Agreement,
including any Exhibits, appendices or ancillary agreements, as well as the
nature of the services to be provided one to the other hereunder, are
confidential. The parties agree to keep this Agreement and the information
disclosed in, in connection with and with respect to this Agreement as
confidential and not reveal such information to any other entity now, during or
after the termination or expiration of this Agreement. The parties may,
however, admit to the existence of a supply agreement between them. This
restriction does not apply to any information that (i) is or becomes public
through the process of law, or through no fault of either party, or (ii) that
was revealed to either party by a third party not owing an obligation of
confidentiality to the party who owns the information disclosed, (iii)
information that is rightfully in the recipient’s possession or part of
recipient’s general knowledge prior to the receipt of such confidential
information, or (iv) information that is required to be disclosed by law, the
order of a court or regulation of a governmental agency having jurisdiction
over the parties; provided, however, in the event this Agreement is a “Material
Agreement” or Buyer is otherwise required by the SEC to file this Agreement,
Buyer shall provide to Seller for Seller’s prior review: (i) a copy of


-11-






 





Buyer’s
proposed redacted version of the Agreement, and (ii) Buyer’s explanatory cover
letter to the SEC. Buyer shall incorporate all redactions reasonably
requested by Seller, provided all redactions are requested upon the advice of
Seller’s counsel.


      (i) Taxes. Each party shall remain responsible for any taxes assessed
against such party which are to be paid by such party as a result of the
transactions hereunder.


      (j) Headings; Counterparts. The headings contained in this Agreement are
for convenience of reference only and shall not constitute a part hereof, or
define, limit or in any was affect the meaning of any of the terms or
provisions hereof. This Agreement may be executed in two or more counterparts
and any party hereto may execute any such counterpart. Each counterpart, when
executed and delivered, shall be deemed to be an original and all of such
counterparts taken together shall be deemed to be one and the same instrument.


      (k) Public Announcements. Except as the other party shall authorize in
writing, or as required by law, the parties shall not disclose, and shall cause
their respective officers, directors, employees, affiliates and advisors not to
disclose, any matter or matters relating to this transaction to any person not
an officer, director, employee, affiliate or advisor of such party. In the
event a party is required by law to make a public announcement or disclosure,
such party shall, if practicable, consult with the other as to the timing and
content of such announcement before such announcement is made. The parties
shall agree about the content of any statement or communication to the public
or the media prior to the release thereof.


      (l) Survival of Certain Provisions. Notwithstanding the termination or
expiration of this Agreement, the following provisions shall survive, along
with either party’s obligations to pay any payments or fees accrued prior to
termination or expiration: Sections 7, 8, 9, 10, 11(d), 12, 13, 14 and 17.



[SIGNATURE PAGE FOLLOWS.]




-12-






 





      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the Execution Date.




	 	HEARX LTD.







	 	/s/ Stephen J. Hansbrough

Name: Stephen J. Hansbrough

Title: President and Chief Operating Officer







	 	SIEMENS HEARING INSTRUMENTS, INC.







	 	By: /s/ John R. Krauter

Name: John R. Krauter

Title: President and Chief Financial Officer






-13-






 



EXHIBIT A



	 	 	 	 	 	 	 	 	 	 	 
	Type	 	Description 1	 	Description 2	 	List Price	 	Buyer's Price
	
	 	
	 	
	 	
	 	

	Custom	 	
AGC/RPC
	 	1 ITE
	 	$	352
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	
	

	Custom	 	
AGC/RPC
	 	3 Canal
	 	$	524
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
AGC/RPC
	 	4 Mini Canal
	 	$	560
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
AGC-I
	 	1 ITE
	 	$	325
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
AGC-I
	 	3 Canal
	 	$	497
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
CL D AGC-O
	 	1 ITE
	 	$	325
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
CL D AGC-O
	 	2 Half Shell
	 	$	426
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D
	 	1 ITE
	 	$	319
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D
	 	2 Half Shell
	 	$	420
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D
	 	3 Canal
	 	$	491
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D
	 	4 Mini Canal
	 	$	527
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D
	 	6 Low Profile
	 	$	373
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D w/AGC
	 	1 ITE
	 	$	363
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D w/AGC
	 	2 Half Shell
	 	$	464
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D w/AGC
	 	3 Canal
	 	$	535
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D w/AGC
	 	4 Mini Canal
	 	$	571
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Class D w/AGC
	 	6 Low Profile
	 	$	417
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Frontier
	 	1 ITE
	 	$	491
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Illusion Linear-D
	 	5 CIC
	 	$	780
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Infiniti 3
	 	1 ITE
	 	$	361
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Infiniti 3
	 	2 Half Shell
	 	$	462
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Infiniti 3
	 	3 Canal
	 	$	533
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Infiniti 3
	 	4 Mini Canal
	 	$	569
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Infiniti 3
	 	5 CIC
	 	$	797
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Infiniti 3
	 	6 Low Profile
	 	$	415
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
InteliVenience
	 	1 ITE
	 	$	476
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
InteliVenience
	 	2 Half Shell
	 	$	577
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
InteliVenience
	 	3 Canal
	 	$	648
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
InteliVenience
	 	5 CIC
	 	$	912
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
K-AMP (28D)
	 	5 CIC
	 	$	825
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
K-AMP Plus
	 	2 Half Shell
	 	$	490
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
K-AMP Plus
	 	3 Canal
	 	$	561
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music
	 	1 ITE
	 	$	683
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music
	 	2 Half Shell
	 	$	784
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music
	 	3 Canal
	 	$	855
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music
	 	4 Mini Canal
	 	$	891
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music
	 	5 CIC
	 	$	1,119
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music
	 	6 Low Profile
	 	$	737
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music Digital
	 	1 ITE
	 	$	841
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music Digital
	 	2 Half Shell
	 	$	942
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music Digital
	 	3 Canal
	 	$	1,013
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music Digital
	 	4 Mini Canal
	 	$	1,049
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music Digital
	 	5 CIC
	 	$	1,277
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Music Digital
	 	6 Low Profile
	 	$	895
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	




A-1






 




	 	 	 	 	 	 	 	 	 	 	 
	Type	 	Description 1	 	Description 2	 	List Price	 	Buyer's Price
	
	 	
	 	
	 	
	 	

	Custom	 	
Music Digital
	 	7 Helix
	 	$	943
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
POWER D
	 	1 ITE
	 	$	346
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
POWER D/AGC-I
	 	1 ITE
	 	$	384
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Prisma
	 	1 ITE
	 	$	961
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Prisma
	 	2 Half Shell
	 	$	1,062
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Prisma
	 	3 Canal
	 	$	1,133
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Prisma
	 	4 Mini Canal
	 	$	1,169
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Prisma
	 	5 CIC
	 	$	1,397
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
PushPull
	 	1 ITE
	 	$	344
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
PushPull
	 	2 Half Shell
	 	$	445
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
PushPull AGC-I
	 	1 ITE
	 	$	381
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
PushPull AGC-I
	 	2 Half Shell
	 	$	482
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
RPC
	 	1 ITE
	 	$	313
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
RPC
	 	2 Half Shell
	 	$	414
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
RPC
	 	3 Canal
	 	$	485
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
RPC
	 	6 Low Profile
	 	$	367
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Signia
	 	1 ITE
	 	$	1,251
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Signia
	 	2 Half Shell
	 	$	1,352
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Signia
	 	3 Canal
	 	$	1,423
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Signia
	 	4 Mini Canal
	 	$	1,459
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Signia
	 	5 CIC
	 	$	1,687
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Signia
	 	6 Low Profile
	 	$	1,305
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Standard
	 	1 ITE
	 	$	262
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Standard
	 	2 Half Shell
	 	$	363
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Standard
	 	3 Canal
	 	$	434
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Standard
	 	4 Mini Canal
	 	$	470
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	Custom	 	
Standard
	 	6 Low Profile
	 	$	316
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE AID,BN,284 PP
	 	2738474
	 	$	353
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE, INF3 S2P+, BLUE
	 	7082360
	 	$	421
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE, INFINITI

3-S2+P,TB,13 BAT
	 	7204238
	 	$	421
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE,

INFINITI3-S2+D,BG,13

BAT
	 	7208635
	 	$	409
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE,

INFINITI3-S2+D,GRY,13

BAT
	 	7208650
	 	$	409
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE,

INFINITI3-S2+D,TB,13

BAT
	 	7208643
	 	$	409
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE, PHOENIX 104 BEIGE
	 	5635490
	 	$	522
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE, PHOENIX 204 BEIGE
	 	5628008
	 	$	542
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE, SIGNIA S MINI, BG
	 	7210466
	 	$	1,434
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE,284PP,BG,M.A.E
	 	2746022
	 	$	353
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE,284PPAGCI,BG,AE
	 	2746048
	 	$	368
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE,INF3 S3+,

BLUE,675 BAT
	 	7082410
	 	$	421
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3

S1+,BG,13 BAT
	 	2942667
	 	$	384
	 	 	$ ***
	
	 	


	 	

	 	 	

	 	 	




A-2






 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type	 	Description 1	 	Description 2	 	List Price	 	Buyer's Price
	
	 	
	 	
	 	
	 	

	BTE	 	
BTE,INFINITI 3

S1+,GY,13 BAT
	 	 	2942675
	 	 	$	384
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3

S1+,TB,13 BAT
	 	 	2942683
	 	 	$	384
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3 S1,

BLUE,13 BAT
	 	 	7086460
	 	 	$	363
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3

S1,BG,13 BAT
	 	 	2942634
	 	 	$	363
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3

S1,GY,13 BAT
	 	 	2942642
	 	 	$	363
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3

S1,TB,13 BAT
	 	 	2942659
	 	 	$	363
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3 S2+,BG
	 	 	2944218
	 	 	$	421
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3 S2+,GY
	 	 	2943095
	 	 	$	421
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3 S2+,TB
	 	 	2943152
	 	 	$	421
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3

S3+,BG,675 BAT
	 	 	2942725
	 	 	$	421
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI 3 S3+,TB
	 	 	2942741
	 	 	$	421
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI

3-S2+P,BG,13 BAT
	 	 	7204212
	 	 	$	421
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,INFINITI

3-S2+P,GRY,13 BAT
	 	 	7204220
	 	 	$	421
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,MUSIC

DIGITAL,BEIGE
	 	 	5619197
	 	 	$	769
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,MUSIC DIGITAL,GRAY
	 	 	7059087
	 	 	$	769
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,MUSIC

DIGITAL,TOBACCO
	 	 	5619213
	 	 	$	769
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,MUSIC

POWER,BEIGE,13 BAT
	 	 	5620351
	 	 	$	729
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,MUSIC

POWER,TOBACCO,13 BAT
	 	 	5620880
	 	 	$	729
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,MUSIC,BG,13 BAT
	 	 	2933575
	 	 	$	689
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,MUSIC,GRY,13 BAT
	 	 	2933591
	 	 	$	689
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,PRISMA 2-SP+ BEIGE
	 	 	7202877
	 	 	$	1,202
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,PRISMA 2-SP+

TOBACCO
	 	 	7153377
	 	 	$	1,202
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,PRISMA 2-SP+, BLUE
	 	 	7080612
	 	 	$	1,202
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,PRISMA BEIGE
	 	 	2922172
	 	 	$	1,087
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,PRISMA GRANITE
	 	 	2922271
	 	 	$	1,087
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,PRISMA POWER,BEIGE
	 	 	5620955
	 	 	$	1,171
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,PRISMA

POWER,TOBACCO
	 	 	5620963
	 	 	$	1,171
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,SIGNIA BEIGE
	 	 	5627000
	 	 	$	1,403
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,SIGNIA GRANITE
	 	 	5627422
	 	 	$	1,403
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,SIGNIA GREY
	 	 	5627430
	 	 	$	1,403
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	




A-3






 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type	 	Description 1	 	Description 2	 	List Price	 	Buyer's Price
	
	 	
	 	
	 	
	 	

	BTE	 	
BTE,SIGNIA S MINI GR
	 	 	7210490
	 	 	$	1,434
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	BTE	 	
BTE,SIGNIA, TB
	 	 	5627414
	 	 	$	1,403
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Clear Coat
	 	 	0113LC
	 	 	$	28
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Filament VC
	 	 	0506FT
	 	 	$	59
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Gain Control
	 	 	0512GC
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Gain Control
	 	 	0513GC
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Gain Control
	 	 	0514GC
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
MPO Control
	 	 	0512PC
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
MPO Control
	 	 	0513PC
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
MPO Control
	 	 	0514PC
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Screw Set VC
	 	 	0506SS
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Soft Canal
	 	 	0105SC
	 	 	$	26
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
T-Coil
	 	 	0503TC
	 	 	$	53
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Tone (N-H) Control
	 	 	0512NH
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Tone (N-H) Control
	 	 	0513NH
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Tone (N-H) Switch
	 	 	0512HT
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Tone (N-H) Switch
	 	 	0513HT
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Tone (N-L) Control
	 	 	0514NL
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Tone (N-L) Control
	 	 	0512NL
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
Tone (N-L) Control
	 	 	0513NL
	 	 	$	24
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
TwinMic System
	 	 	0211D
	 	 	$	120
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	

	Options	 	
VoiceMic
	 	 	0211E
	 	 	$	120
	 	 	$ ***
	
	 	


	 	 	

	 	 	 	

	 	 	




     *The parties agree that the “ship to” addresses determine the level of
pricing charged to the purchasers under the terms of this Agreement.



A-4