AMENDMENT NO. 1 TO THE AARP LICENSE AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO THE AARP LICENSE AGREEMENT  

This Amendment is entered into by and between AARP, Inc. ( “AARP” ) and HearUSA, Inc. ( “HUSA” ) as of the 22 day of December 2008. (AARP and HUSA are referred to herein as each a “Party” and collectively, the “Parties.” )

WHEREAS, the Parties along with AARP Services, Inc. ( “ASI” ) entered into the Hearing Care Program Services Agreement, effective August 8, 2008, pursuant to which HUSA is to provide or arrange to provide through HUSA’s network of hearing care providers an AARP-branded discount hearing program for the benefit of AARP Members (the “Services Agreement” ); and

WHEREAS, the Parties entered into the AARP License Agreement, effective August 8, 2008 (the “License Agreement” ); and

WHEREAS, on November 18, 2008, HUSA requested that AARP restructure the royalty compensation structure of the License Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agre