8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): December 22, 2008

HearUSA, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware	001-11655	22-2748248
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1250 Northpoint Parkway
West Palm Beach, Florida	33407
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 478-8770

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.     Entry into a Material Definitive Agreement.

On December 23, 2008, HearUSA, Inc. (the “Company”) entered into an Amendment No. 1 to the AARP License Agreement with AARP, Inc. effective as of December 22, 2008 (the “Amendment”). Pursuant to the terms of the Amendment, the parties amended the License to eliminate the $7.6 million annual licensing payment provision of the agreement. The parties have agreed to negotiate in good faith a revised royalty compensation structure on or before January 16, 2009. If the parties are unable to reach agreement, AARP may terminate the agreement and engage another entity to provide the program to its members.

A copy of the Amendment is attached to this Form 8-K as Exhibit 10.1.

Item 9.01.     Financial Statement sand Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to the AARP License Agreement dated as of December 22, 2008, by and between the Company and AARP, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HearUSA, Inc. (Registrant)
Date:  December 29, 2008	By:	/s/ Stephen J. Hansbrough
		Name: Stephen J. Hansbrough
		Title:   Chairman and Chief Executive Officer

EX-10.1

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 agreements of the Parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to amend the License Agreement as follows:

1. Section 4 of the License Agreement shall be deleted.

2. The Parties will negotiate in good faith a revised royalty compensation structure that is mutually agreeable to the Parties, which structure must be determined and agreed to by the Parties on or before January 16, 2009.

3. If the Parties are unable to reach agreement on the revised royal compensation structure on or before January 16, 2009, AARP may, in its sole and absolute discretion, extend the deadline.

4. If the Parties are unable to reach a mutually acceptable revised royalty compensation structure on or before January 16, 2009 (or such later date as is set by AARP at its sole and absolute discretion), AARP reserves the right to terminate the License Agreement and engage another entity to provide the Program.

Except for the above modifications, all other terms and conditions of the License Agreement shall remain in full effect.

[signatures appear on the following page]

IN WITNESS WHEREOF, AARP and HUSA have caused this Amendment to be executed by their duly authorized representatives as Amendment No. 1 to the License Agreement.

AARP

By:    /s/ Thomas Nelson                    

Name:   Thomas C. Nelson

Title:     Chief Operating Officer

HearUSA, Inc.

By:    /s/ Stephen J. Hansbrough        

Name:   Stephen J. Hansbrough

Title:     Chief Executive Officer

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