821536--3/27/2009--HEARUSA

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We may not be able to access funds under our credit facility with Siemens if we cannot maintain compliance with the restrictive covenants contained therein and in our supply agreement with Siemens. Current credit and financial market conditions could prevent or delay us from obtaining financing if our Siemens facility is unavailable to us, which would adversely affect our business, our operating results and financial condition. We rely on qualified audiologists, without whom our business may be adversely affected. We may not be able to maintain existing agreements or enter into new agreements with health insurance and managed care organizations, which may result in reduced revenues. We depend on our joint venture for our California operations and may not be able to attract sufficient patients to our California centers without it. We rely on the efforts and success of managed care companies that may not be achieved or sustained. We may not be able to maintain accreditation, and our revenues may suffer. We are exposed to potential product and professional liability that could adversely affect us if a successful claim is made in excess of insurance policy limits. Risks Relating to HearUSA Common Stock The price of our common stock is volatile and could decline. HearUSA might fail to maintain a listing for its common stock on the NYSE Amex, making it more difficult for stockholders to dispose of or to obtain accurate quotations as to the value of their HearUSA stock. If penny stock regulations apply to HearUSA common stock, you may not be able to sell or dispose of your shares. Exercise of outstanding HearUSA options and warrants could cause substantial dilution. Future sales of shares may depress the price of HearUSA common stock. Because of the HearUSA rights agreement and the related rights plan for the exchangeable shares, a third party may be discouraged from making a takeover offer which could be beneficial to HearUSA and its stockholders. Terms of our agreement with Siemens may discourage a third party from making a takeover offer which could be beneficial to HearUSA and its stockholders. Other Risks Relating to the Business of HearUSA We may not be able to obtain additional capital on reasonable terms, or at all, to fund our operations. Acquisitions or investments could negatively affect our operations and financial results or dilute the ownership percentage of our stockholders. If the Company is required to write down goodwill and other intangible assets, the Company s financial condition and results would be negatively affected. Increased exposure to currency fluctuations could have adverse effects on our reported earnings.

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821536--3/27/2009--HEARUSA_INC