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                                                                   Exhibit 10.7


DECEMBER 2000 AMENDMENT TO OEM AGREEMENT DATED APRIL 19, 1999

     This Amendment to OEM Agreement (the "Amendment") is entered into as of
December 21, 2000 by and between Sonic Innovations, Inc., a Delaware corporation
("Sonic"), and Starkey Laboratories, Inc., a Minnesota corporation ("Starkey").

RECITALS

     WHEREAS, Sonic and Starkey are party to an OEM Agreement dated April 19,
1999, which has been amended from time to time (the "Original Agreement" and,
together with any and all subsequent amendments, the "Agreement"); and

     WHEREAS, the parties wish to amend the Agreement as more fully described
herein.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, Sonic and Starkey agree as follows:

     1. Restatement of Framework. The following describes in its entirety the
Agreement between Sonic and Starkey with respect to the framework governing
current and future purchase orders made under the Agreement:

          a.   Provisions in Force. The following Sections of the Original
               Agreement are hereby incorporated by reference in their entirety:
               Sections 1, 2, 3.2(a), 3.2(c) (except that the reference to
               "Section 3.2(b)" shall be replaced by "the applicable purchase
               order"), 4.4, 4.5, 4.6, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15. All
               other provisions of the Original Agreement, as amended, not
               specifically referenced are hereby terminated.

          b.   Amendment of Certain Definitions. Sections 1.2 and 1.5 of the
               Original Agreement, are hereby amended as follows:

          (i)       Section 1.2. Section 1.2 shall be amended to read in its
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                    entirety: "'Hybrid' shall mean Sonic's proprietary
                    integrated circuit for digital signal processing known as
                    the 'Strata' product as previously shipped to Starkey."

          (ii)      Section 1.5. Section 1.5 shall be amended to read in its
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                    entirety: "'Specifications' shall mean the specifications
                    for the use and operation of the 'Strata' product as
                    previously shipped to Starkey."

     2. Current Obligations. Notwithstanding the provisions of paragraph 1
above, but without in any way waiving the application of paragraph 1 to future
purchase orders, the following sets forth the current obligations of the
parties:

          a.   Payment of $3,485,180.50 due by December 28, 2000 for previous
               shipments of components.

          b.   Payments due January 7, 2001 - March 28, 2001, as set forth on
               the schedule attached as Exhibit A.

          c.   Purchase order # 151919-0 dated September 11, 2000 (see paragraph
               3 below).

     3. Amendment of Purchase Order # 151919-0. The parties agree that Starkey's
purchase order # 151919-0,
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which originally reflected an order of 26,667 OEM NR Hybrids ("NR Hybrids"), is
superceded by the two purchase orders listed below for an aggregate of 26,000
Strata Hybrids ("Strata Hybrids"). Sonic has previously shipped, and Starkey has
received and accepted, 667 NR Hybrids under Starkey purchase order # 151919-0,
which completed that purchase order as modified. Contingent on Starkey's timely
performance of the obligations set forth in this Amendment (particularly the
payment of $3,485,180.50 by December 28, 2000 referenced in paragraph 2(a)
above), Sonic will fill the following orders:

          a.   Purchase Order # 154742-0: 13,000 Strata Hybrids on or before
               December 31, 2000. Starkey shall pay Sonic $1,950,000 for these
               Strata Hybrids net 90 days after the date of shipment of the
               Strata Hybrids by Sonic to Starkey.

          b.   Purchase Order # 154743-0: 13,000 Strata Hybrids on or before
               March 16, 2001. Starkey shall pay Sonic $1,950,000 for these
               Strata Hybrids net 90 days after the date of shipment of the
               Strata Hybrids by Sonic to Starkey.

     4. Further Agreements. The parties further agree as follows:

          a.   Hybrid Exchange. Sonic will exchange 11,600 Strata Hybrids for
               15,000 unused IC-1 Hybrids ("IC-1 Hybrids") that Starkey has in
               inventory. Starkey must deliver the 15,000 IC-1 Hybrids to Sonic
               no later than December 22, 2000, and Sonic will ship the 11,600
               Strata Hybrids to Starkey no later than December 31, 2000. If
               Starkey returns fewer than 15,000 IC-1 Hybrids, the number of
               Strata Hybrids shipped in exchange will be proportionately
               reduced. This provision supercedes all previous agreements
               regarding exchanges. Sonic and Starkey agree that there will be
               no further returns of IC-1 Hybrids for any reason.

          b.   Correction of Record. As reflected in the joint press release
               that accompanies this Amendment as Exhibit B, which is initialed
               by Bill Austin to certify its accuracy, Mr. Austin agrees to
               correct the record concerning previous statements in which Mr.
               Austin was misquoted in the Bloomberg News.

          c.   Good Standing. Sonic and Starkey agree that this Amendment sets
               forth the entirety of current obligations between the parties and
               that each party has faithfully and fully performed all other
               contractual obligations toward the other party, including but not
               limited to all quality requirements otherwise owed to date.

          d.   Future Business. Future business between the parties shall be on
               a purchase order basis. Unless otherwise provided in a writing
               signed by both parties, such purchase orders will be governed by
               the framework set forth in paragraph 1 above. Payment and
               delivery terms shall be established at the time of each order.
               Starkey may place orders solely in its discretion. Sonic may
               accept orders solely in its discretion. There shall be no stated
               minimum order requirements.

     5. Time of the Essence. The parties agree that time is of the essence,
particularly with regard to paragraphs 2, 3 and 4(a).

     6. Entire Agreement. This Amendment, including the Exhibits attached
hereto, constitutes the entire agreement of the parties with respect to the
subject matter hereof, and supercedes all prior and contemporaneous
understandings or agreements, whether written or oral, between Sonic and Starkey
with respect to such subject matter. In the event of any conflict between the
terms of any purchase order, confirmation or invoice and the terms of this
Amendment, this Amendment shall govern. No amendment or modification hereof
shall be valid or binding upon the parties unless made in writing and signed by
the duly authorized representatives of both parties. Purchase orders shall not
be deemed amendments.

     7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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     IN WITNESS WHEREOF, each of the parties has executed this Amendment as of
the day and year set forth above.

SONIC INNOVATIONS, INC.                 STARKEY LABORATORIES, INC.

By: /s/ Jorgen Heide                    By: /s/ Jerome C. Ruzicka
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    Jorgen Heide                            Jerome C. Ruzicka
    VP International & OEM                  President