AMENDED AND RESTATED SUPPLY AGREEMENT

EXHIBIT 10.23

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 PORTION.

AMENDED AND RESTATED SUPPLY AGREEMENT

     This Agreement is made effective on December___30___, 2006 (“Effective Date”), among:

      Siemens Hearing Instruments, Inc. , a Delaware corporation, with an address at 10 Constitution Avenue, Piscataway, New Jersey, 08855 (“SHI”); and

     certain subsidiaries and affiliates of Siemens Aktiengesellschaft , a corporation under the laws of the Federal Republic of Germany (collectively, the “Siemens Affiliates”); and

      HearUSA, Inc. , a Delaware corporation, with an address at 1250 Northpoint Parkway, West Palm Beach, Florida, 33407 (“HearUSA”).

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

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

     WHEREAS, HearUSA and SHI 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 SHI in order that HearUSA may efficiently and economically distribute such Products through its current and future retail outlets (“Facilities”); and

     WHEREAS, SHI has offered to sell and HearUSA 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, SHI has agreed to sell and HearUSA 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 HearUSA 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 HearUSA, such Siemens Affiliate shall execute and deliver a counterpart, substantially in the form of Exhibit B, to SHI and HearUSA. 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 SHI and HearUSA, to add or delete Products. In addition, it is specifically understood that HearUSA is purchasing the Products for the purpose of resale in all of HearUSA’s Facilities, including,

AMENDED AND RESTATED SUPPLY AGREEMENT, December 2006

without limitation, any new Facilities which may be or are owned, operated, affiliated with or managed by HearUSA.

     2. Term. The term of this Agreement begins on the Effective Date and ends on 10 February 2013 (“Term”).

     3. Terms and Conditions of Sale. HearUSA will submit its orders for Products either on the forms provided by SHI for that purpose or via a website provided by SHI. Net payment is due no later than seventy five (75) days after the statement date.

     4. Ordering Process and Pricing.

          4.1. HearUSA understands that SHI has offered special terms and pricing to HearUSA as consideration for the purchase compliance levels committed to by HearUSA, and that SHI is willing to continue to provide Products to HearUSA in a manner consistent with the relationship enjoyed to date by SHI and HearUSA. Subject to Section 3 hereof, HearUSA agrees to purchase, in each Fiscal Quarter (which, for the purposes of this calculation, shall be each of the three month periods of the Term ending on the last Saturday of the months of March, June, September and December), at least ninety percent (90%) of HearUSA’s quarterly purchases of hearing aid products in the United States (each individual hearing aid product purchased by HearUSA from any vendor is hereinafter called a “Unit”); provided however, that:

(i) if HearUSA has purchased from SHI, during any four (4) consecutive Fiscal Quarters, ninety percent (90%) or more of all Units purchased by HearUSA in the United States, net of returns (“Minimum Purchase Requirement”), then HearUSA shall be deemed to have complied with the purchase requirements of this Agreement; and

(ii) subject to Section 11(a) of this Agreement, HearUSA shall be in default under this Agreement (including other events of default or material breaches under this Agreement) if HearUSA fails to meet the Minimum Purchase Requirement during any four (4) consecutive Fiscal Quarters (whether or not coinciding with a calendar year), and if HearUSA does not achieve the Minimum Purchase Requirement in the immediately following Fiscal Quarter (“Purchase Requirement Cure Period”).

New acquisitions completed by HearUSA after the Closing Date will be included under the Minimum Purchase Requirement starting on the six-month anniversary of the last calendar day of the month of such acquisition.

          4.2. For purposes of this Section 4, (A) the Fiscal Quarter in which the last day of the 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 Term (such period, the “Final Contract Fiscal Quarter”), (B) the “quarterly purchases” described above shall refer to such purchases made during the applicable Final Contract Fiscal Quarter, and (C) the 90% requirement shall be reduced to a number equal to the product of 90% multiplied by a fraction, the numerator of which is the number 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 Term occurs.

AMENDED AND RESTATED SUPPLY AGREEMENT, December 2006

          4.3. In exchange for HearUSA’s commitment to comply with the Minimum Purchase Requirement, SHI has offered to sell the Products to HearUSA at the Net Prices set forth on Exhibit A. During the term of this Agreement, upon written notice to HearUSA not later than sixty (60) days prior to the effective date thereof, SHI may adjust the list prices for the Products, such adjustment to take effect on the date set forth on such notice. SHI may not change the list prices for the Products more often than [*****] in any calendar year of the Term. SHI’s list prices charged to HearUSA shall not increase more than [*****] percent ( [****] %) above the then-current prices at the time of such change and in any case will not exceed the maximum percentage of then-current price increases made by SHI to its other customers unless HearUSA fails to meet its Minimum Purchase Requirements set forth in Section 4, at which time the parties shall meet to discuss the adjustments which need to be made should HearUSA continue not to meet the Minimum Purchase Requirement.

          4.4. If HearUSA (or, as applicable, its assignee or other successor of HearUSA’s obligations under Section 16(a) of this Agreement) defaults in its obligation to meet the Minimum Purchase Requirement, and such default is not cured during the Purchase Requirement Cure Period, then SHI, in its sole discretion, shall have the right to take any or all of the following actions hereunder for so long as such default is continuing:

(i) adjust prices or terms and conditions of sale with respect to the provision of Products;

(ii) as liquidated damages, and not as a penalty, receive prompt reimbursement from HearUSA of one hundred percent (100%) of the full difference between the special pricing offered in connection with this Agreement and the then-current listed single unit prices for the Products for each defaulting Fiscal Quarter. If, however, there has been a Change of Control (as defined in the Credit Agreement) during or before any defaulting Fiscal Quarter then the parties agree that SHI will incur additional costs and expenses in due diligence and related activities, and the liquidated damages reimbursement in such case will be one hundred twenty percent (120%);

(iii) obtain equitable relief (without the necessity of posting a bond or similar financial obligation) compelling HearUSA (including, as applicable under Section 16(a) or otherwise, any of HearUSA’s affiliates, successors, and assigns) to refrain from purchasing hearing aids from any vendor other than SHI during the Term;

(iv) obtain equitable relief (without the necessity of posting a bond or similar financial obligation) compelling HearUSA (including, as applicable under Section 16(a) or otherwise, any of HearUSA’s affiliates, successors, and assigns) to purchase all its requirements for hearing aids from SHI during the Term; or

(v) terminate this Agreement in accordance with Section 11 hereof.

The remedies enumerated above in subsections (i) through (v) of Section 4.4 are nonexclusive and do not preclude SHI from exercising any or all other remedies available to it at law or equity. If HearUSA is not making best efforts to cure its default(s), then SHI may in its discretion implement Sections 4.4(iii) and/or (iv), above, at any time after a defaulting Fiscal Quarter and regardless of any Purchase Requirement Cure Period.

          4.5. (a) If HearUSA meets its Minimum Purchase Requirement, or cures any failure during the Purchase Requirement Cure Period, then HearUSA may liquidate certain loans

AMENDED AND RESTATED SUPPLY AGREEMENT, December 2006

made by SHI to HearUSA pursuant to the Second Amended and Restated Credit Agreement dated as of December_30___, 2006 between SHI and HearUSA (the “Credit Agreement”).

          (b) If the loans under the Credit Agreement are fully repaid by HearUSA before the Maturity Date (as defined in the Credit Agreement), then SHI shall credit to HearUSA hereunder substantially equivalent rebates in cash of $2,920,000 in each calendar year of the Term provided that HearUSA meets the Minimum Purchase Requirement, or cures any failure during the Purchase Requirement Cure Period, for all Fiscal Quarters of such calendar year.

          4.6. (a) Within thirty (30) days after the end of each Fiscal Quarter, HearUSA shall report to SHI the absolute number of Units in such Fiscal Quarter so that HearUSA’s compliance with the Minimum Purchase Requirement can be calculated for that Fiscal Quarter.

          (b) If HearUSA:

(i) has complied with the Minimum Purchase Requirement as of the end of a Fiscal Quarter, or cures any failure during the Purchase Requirement Cure Period, and

(ii) in such Fiscal Quarter HearUSA has equaled or exceeded the cumulative average of Units purchased from SHI in each comparable past Fiscal Quarter of the Term (except that for each Fiscal Quarter in 2007, HearUSA need only equal or exceed the number of Units purchased in the comparable 2006 Fiscal Quarter) ((i) and (ii) together called the “Quarterly Volume Test”),

then Siemens shall provide additional rebates of $312,500 for each such Fiscal Quarter (subject to Section 4.6(e), below).

          (c) If HearUSA does not meet the Quarterly Volume Test for any Fiscal Quarter, then:

(i) if HearUSA achieves at least 90% of the Quarterly Volume Test for such Fiscal Quarter, HearUSA shall be entitled to fifty percent (50%) or $156,250 of the rebate associated with such Fiscal Quarter (subject to Section 4.6(e), below); or

(ii) if HearUSA does not achieve at least 90% of the Quarterly Volume Test for such Fiscal Quarter, HearUSA shall not be entitled to any rebate associated with such Fiscal Quarter other than rebates described in Section 4.5(b) of this Agreement.

          (d) If HearUSA exceeds by twenty-five percent (25%) or more the Quarterly Volume Test for any Fiscal Quarter, then HearUSA shall be entitled to an additional rebate of $156,250 for such Fiscal Quarter (subject to Section 4.6(e), below).

          (e) Notwithstanding anything else in this Agreement, however:

(i) the sum of all rebates provided to HearUSA under this Supply Agreement shall not exceed $4,795,000 in any calendar year of the Term; and

AMENDED AND RESTATED SUPPLY AGREEMENT, December 2006

(ii) so long as there is any balance outstanding under the Credit Agreement, SHI shall provide all rebates under this Supply Agreement solely as a credit against HearUSA’s repayments of the Loans under the Credit Agreement; otherwise, all rebates under this Supply Agreement shall be provided in cash.

     5. Product Representations. SHI 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) SHI 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 SHI’s directions for use, shall not, to the knowledge of SHI, infringe any intellectual property rights of any third parties.

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

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

     (c) SHI shall use commercially reasonable efforts to: (i) fill HearUSA’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 HearUSA, in each case consistent with past practices of HearUSA and SHI.

     (d) SHI 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 SHI from conducting its business in accordance with the policies and procedures established from time to time by SHI’s Board of Directors or with the overall policies and procedures of Siemens Aktiengesellschaft.

     7. Indemnification by SHI.

     (a) Subject to the provisions of subsection 7(b) below, SHI agrees to indemnify, defend and hold harmless HearUSA, its affiliates and their respective employees, agents and

AMENDED AND RESTATED SUPPLY AGREEMENT, December 2006

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 SHI, 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 HearUSA or any of its affiliates, agents or representatives, (ii) any act of HearUSA or any of its affiliates, agents or representatives done jointly with any party other than SHI, or (iii) any claim arising as a result of any unauthorized alteration, modification or change to the Product by any party other than SHI.

     8. Indemnification by HearUSA.

     (a) Subject to the provisions of subsection 8(b) below, HearUSA agrees to indemnify, defend and hold harmless SHI, 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 HearUSA relative to the marketing, distribution and sale of Products.

     (b) The foregoing indemnity shall not be effective nor shall it be enforceable to the extent that any such claim, loss, damage or liability is based upon: (i) any act of SHI or any of its affiliates, agents or representatives, (ii) any act of SHI or any of its affiliates, agents or representatives done jointly with any party other than HearUSA, or (iii) any claim arising as a result of any unauthorized alteration, modification or change to the Product by any party other than HearUSA, 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 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 e