0000950133-03-003046 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • August 28th, 2003 • Hearusa Inc • Retail-retail stores, nec • New York

This EXCHANGE AGREEMENT (this “Agreement”) is made as of August 26, 2003 (the “Execution Date") by and among HearUSA, Inc. (formerly HEARx Ltd.), a Delaware corporation (the “Company”) and Zanett Lombardier Master Fund, LLC (successor to Zanett Lombardier, Ltd.), a Cayman Islands company (“Zanett”) and The San Miguel Trust, a Jersey Law Trust (“San Miguel”, and, together with Zanett, the “Investors”).

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