Exhibit 10.5 



REGISTRATION RIGHTS
AGREEMENT 



        This
Registration Rights Agreement (this “Agreement”) is made and entered into
as of May 26, 2006, among HANGER ORTHOPEDIC GROUP, INC., a Delaware corporation (the
“Company”), and the investors signatory hereto (each such investor is a
“Purchaser” and all such investors are, collectively, the
“Purchasers”). 



        WHEREAS,
the parties have agreed to enter into this Agreement in connection with, and as a
condition to the Closing under, the Amended and Restated Preferred Stock Purchase
Agreement, dated as of May 25, 2006, among the Company and the Purchasers (the
“Purchase Agreement”); and 



        WHEREAS,
pursuant to the Purchase Agreement and concurrently with the execution of this Agreement,
the Purchasers are acquiring from the Company shares of the Company’s Series A
Convertible Preferred Stock, par value $0.01 per share. 



        NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Purchasers agree as follows: 



            1.    Definitions.
In addition to the terms defined elsewhere in this           Agreement, (a) capitalized
terms that are not otherwise defined herein have the           meanings given to such
terms in the Purchase Agreement, and (b) the following           terms have the meanings
indicated:  




	 	        “Demand
Registration Statement” means a Registration Statement filed or to be filed
pursuant to a written Purchaser Request pursuant to either Section 2 or Section 3. 







	 	        “Holder”means
any holder, from time to time, of Registrable Securities.  







	 	        “Piggy-Back
Registration Statement” means a Registration Statement filed or to be filed
pursuant to which the Company has received one or more written requests to participate
pursuant to Section 4. 







	 	        “Purchaser
Request” means a request from Purchasers that in the aggregate possess a majority
of the Registrable Securities outstanding as of the date of such request. 







	 	        “Prospectus”
means the prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rules 430A, 430B or 430C
promulgated under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus. 







	 	        “Registrable
Securities” means any Common Stock (including Underlying Shares) issued or
issuable pursuant to the Transaction Documents, together with any securities issued or
issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing. 
















	 	        “Registration
Statement” shall mean any registration statement to be filed under the Exchange
Act, which covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included therein, all amendments and supplements to
such Registration Statement, including pre- and post-effective amendments, all exhibits
and all material incorporated by reference or deemed to be incorporated by reference in
such Registration Statement. 







	 	        “Rule
144,” “Rule 415,” “Rule 424” and “Rule
461” means Rule 144, Rule 415, Rule 424 and Rule 461, respectively, promulgated
by the Commission pursuant to the Securities Act, as such Rules may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule. 







	 	        “Shelf
Registration Statement” means a Registration Statement filed or to be filed
pursuant to a written Purchaser Request pursuant to Section 2. 







            2.    Shelf
Registration. If at any time the Company shall receive a written           Purchaser
Request under this Section 2 that the Company file a registration           statement
under the Securities Act, then the Company shall, within ten (10) days           of the
receipt thereof, give written notice of such request to all Holders and           shall
prepare and file (as expeditiously as practicable, and in any event within
          thirty (30) days of the receipt of any other such request) with the Commission
a           “Shelf” Registration Statement covering the resale of all
Registrable           Securities for an offering to be made on a continuous basis
pursuant to Rule           415. Such Registration Statement shall be on Form S-3 (except
if the Company is           not then eligible to register for resale the Registrable
Securities on Form S-3,           in which case such registration shall be on another
appropriate form in           accordance herewith as the Holders may consent) and shall
contain (except if           otherwise directed by the Holders) the “Plan of
Distribution” attached           hereto as Annex A. The Company shall use its
best efforts to cause such           Registration Statement to be declared effective
under the Securities Act as           promptly as possible after the filing thereof, and
in any event within sixty           (60) days of the Purchaser Request (or one hundred
twenty (120) days in the           event the SEC has determined to review the applicable
Registration Statement)           and shall use its best efforts to keep such
Registration Statement continuously           effective under the Securities Act until
the earlier of (i) the date on           which all Registrable Securities are
eligible for sale under paragraph (k) of           Rule 144 without any volume, manner of
sale or other restrictions and           (ii) when all Registrable Securities
covered by such Registration Statement           have been sold (the “Effectiveness
Period”). The Company shall           notify each Holder in writing promptly
(and in any event within one Trading Day)           after receiving notification from the
Commission that a Registration Statement           has been declared effective.  




            3.    Demand
Registration.  




            (a)              If
at any time the Company shall receive a written Purchaser Request that the
          Company file a registration statement under the Securities Act, then the
Company           shall, within ten (10) days of the receipt thereof, give written notice
of such           request to all Holders and, subject to the limitations of Section 3(b)
below,           shall file (as expeditiously as practicable, and in any event within
thirty (30)           days of the receipt of such request) and use its commercially
reasonable best           efforts to have declared effective, a registration statement
under the           Securities Act with respect to all Registrable Securities which the
Holders           request to be registered within eighteen (18) days of the mailing of
such notice           by the Company in accordance with Section 8(g) below.  




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            (b)              If
the Holders intend to distribute the Registrable Securities covered by their
          request by means of an underwriting, they shall so advise the Company as a part
          of their request made pursuant to this Section 3 and the Company shall include
          such information in the written notice referred to in Section 3(a). In such
          event, the right of any Holder to include such Holder’s Registrable
          Securities in such registration shall be conditioned upon such Holder’s
          participation in such underwriting and the inclusion of such Holder’s
          Registrable Securities in the underwriting (unless otherwise mutually agreed by
          a majority in interest of the Holders participating in the underwriting and
such           Holder) to the extent provided herein. A majority in interest of the
Holders of           Registrable Securities participating in the underwriting, in
consultation with           the Company, shall select the managing underwriter or
underwriters in such           underwriting. All Holders proposing to distribute their
securities through such           underwriting shall (together with the Company as
provided in Section 5(l)) enter           into an underwriting agreement in customary
form with the underwriter or           underwriters so selected for such underwriting by
a majority in interest of such           Holders; provided, however, that
no Holder (or any of their           assignees) shall be required to make any
representations, warranties or           indemnities except as they relate to such Holder’s
ownership of shares and           authority to enter into the underwriting agreement and
to such Holder’s           intended method of distribution, and the liability of
such Holder shall be           limited to an amount equal to the net proceeds from the
offering received by           such Holder. Notwithstanding any other provision of this
Section 3, if the           underwriter advises a Holder that marketing factors require a
limitation of the           number of shares to be underwritten, then the Holder shall so
advise the Company           and the Company shall so advise all Holders of Registrable
Securities which           would otherwise be underwritten pursuant hereto, and the
number of shares of           Registrable Securities that may be included in the
underwriting shall be           allocated as follows: (i) first, among holders of
Registrable Securities           that have elected to participate in such underwritten
offering, in proportion           (as nearly as practicable) to the aggregate amount of
Registrable Securities           held by all such holders, until such holders have
included in the underwriting           all shares requested by such holders to be
included, and (ii) thereafter,           among all other holders of Common Stock, if
any, that have the right and have           elected to participate in such underwritten
offering, in proportion (as nearly           as practicable) to the amount of shares of
Common Stock owned by such holders.           Without the consent of a majority in
interest of the Holders of Registrable           Securities participating in a
registration referred to in Section 3(a), no           securities other than Registrable
Securities shall be covered by such           registration if the inclusion of such other
securities would result in a           reduction of the number of Registrable Securities
covered by such registration           or included in any underwriting or if, in the
opinion of the managing           underwriter, the inclusion of such other securities
would adversely impact the           marketing of such offering.  




            (c)              The
Company shall be obligated to effect only two (2) registrations (and only if
          such registration would include Registrable Securities with an aggregate value
          of at least ten million dollars ($10,000,000), calculated using the closing
          price of the Company’s Common Shares on the Trading Market on the date
          preceding the date of the Purchaser Request) pursuant to Purchaser Requests
          under this Section 3 (an offering which is not consummated shall not be counted
          for this purpose).  




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            (d)              Notwithstanding
the foregoing, if the Company shall furnish to the Holders           requesting a
registration statement pursuant to this Section 3, a certificate           signed by the
chief executive officer of the Company stating that in the good           faith judgment
of the Board of Directors of the Company, it would be seriously           detrimental to
the Company and its stockholders for such registration statement           to be filed by
reason of a material pending transaction and it is therefore           essential to defer
the filing of such registration statement, the Company shall           have the right to
defer such filing for a period of not more than ninety (90)           days after receipt
of the Purchaser Request provided, however,           that the Company may
not utilize this right more than once in any twelve (12)           month period.  




            4.    Piggy-Back
Registrations. If (but without any obligation to do so) the           Company
proposes to register (including for this purpose a registration effected           by the
Company for stockholders other than the Purchasers) any of its Common           Shares
under the Securities Act in connection with the public offering of such
          securities solely for cash (other than a registration on Form S-8 (or similar
or           successor form) relating solely to the sale of securities to participants in
a           Company stock plan or to other compensatory arrangements to the extent
          includable on Form S-8 (or similar or successor form), or a registration on
Form           S-4 (or similar or successor form)), the Company shall, at such time,
promptly           give each Holder written notice of such registration. Upon the written
request           of each Holder received by the Company within ten (10) Trading Days
after           mailing of such notice by the Company in accordance with Section 9(g),
the           Company shall use its best efforts to cause to be registered under the
          Securities Act all of the Registrable Securities that each such Holder (the
          “Electing Holders”) has requested to be registered. The Company shall
          have no obligation under this Section 4 to make any offering of its securities,
          or to complete an offering of its securities that it proposes to make.  




            5.    Demand
Registration Procedures. In connection with the Company’s           registration
obligations hereunder with respect to a Demand Registration           Statement, the
Company shall:  




            (a)              Not
less than three Trading Days prior to the filing of each Demand Registration
          Statement or any related Prospectus or any amendment or supplement thereto, the
          Company shall (i) furnish to the Holders and Purchaser Counsel copies of all
          such documents proposed to be filed, which documents will be subject to the
          review of such Holders and Purchaser Counsel, and (ii) cause its officers and
          directors, counsel and independent certified public accountants to respond to
          such inquiries as shall be necessary, in the reasonable opinion of respective
          counsel, to conduct a reasonable investigation within the meaning of the
          Securities Act. The Company shall not file such Demand Registration Statement
or           any related Prospectus, amendments or supplements thereto to which the
Holders           of a majority of the Registrable Securities and Purchaser Counsel shall
          reasonably object.  




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        (b)              (i)
Prepare and file with the Commission such amendments, including           post-effective
amendments, to each Demand Registration Statement and the           Prospectus used in
connection therewith as may be necessary to keep such Demand           Registration
Statement continuously effective as to the applicable Registrable           Securities
for the Effectiveness Period in the case of a Shelf Registration           Statement, and
until the end of the related offering in the case of any other           Demand
Registration Statement, and prepare and file with the Commission such
          additional Registration Statements in order to register for resale under the
          Securities Act all of the Registrable Securities; (ii) cause the related
          Prospectus to be amended or supplemented by any required Prospectus supplement,
          and as so supplemented or amended to be filed pursuant to Rule 424; (iii)
          respond as promptly as reasonably possible, and in any event within ten (10)
          Trading Days, to any comments received from the Commission with respect to any
          Registration Statement or any amendment thereto and as promptly as reasonably
          possible provide the Holders and Purchaser Counsel true and complete copies of
          all correspondence from and to the Commission relating to a Registration
          Statement; and (iv) comply in all material respects with the provisions of the
          Securities Act and the Exchange Act with respect to the disposition of all
          Registrable Securities covered by a Demand Registration Statement during the
          applicable period in accordance with the intended methods of disposition by the
          Holders thereof set forth in the applicable Demand Registration Statement as so
          amended or in such Prospectus as so supplemented.  




            (c)              Notify
the Holders of Registrable Securities to be sold pursuant to a Demand
          Registration Statement and Purchaser Counsel as promptly as reasonably
possible,           and (if requested by any such Person) confirm such notice in writing
no later           than one Trading Day thereafter, of any of the following events: (i)
the           Commission notifies the Company whether there will be a “review” of
          any Demand Registration Statement; (ii) the Commission comments in writing on
          any Demand Registration Statement (in which case the Company shall deliver to
          each Holder a copy of such comments and of all written responses thereto);
(iii)           any Demand Registration Statement or any post-effective amendment thereto
is           declared effective; (iv) the Commission or any other Federal or state
          governmental authority requests any amendment or supplement to a Demand
          Registration Statement or Prospectus or requests additional information related
          thereto; (v) the Commission issues any stop order suspending the effectiveness
          of any Demand Registration Statement or initiates any Proceedings for that
          purpose; (vi) the Company receives notice of any suspension of the
qualification           or exemption from qualification of any Registrable Securities for
sale in any           jurisdiction, or the initiation or threat of any Proceeding for
such purpose; or           (vii) the financial statements included in any Demand
Registration Statement           become ineligible for inclusion therein or any statement
made in any Demand           Registration Statement or related Prospectus or any document
incorporated or           deemed to be incorporated therein by reference is untrue in any
material respect           or any revision to a Demand Registration Statement, related
Prospectus or other           document is required so that it will not contain any untrue
statement of a           material fact or omit to state any material fact required to be
stated therein           or necessary to make the statements therein, in light of the
circumstances under           which they were made, not misleading.  




            (d)              Use
its best efforts to avoid the issuance of or, if issued, obtain the           withdrawal
of (i) any order suspending the effectiveness of any Demand           Registration
Statement or (ii) any suspension of the qualification (or exemption           from
qualification) of any of the Registrable Securities for sale in any
          jurisdiction, at the earliest practicable moment.  




            (e)              Furnish
to each Holder and Purchaser Counsel, without charge, at least one           conformed
copy of each Demand Registration Statement and each amendment thereto,
          including financial statements and schedules, and all exhibits to the extent
          requested by such Person (excluding those previously furnished or incorporated
          by reference) promptly after the filing of such documents with the Commission.  




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            (f)              Promptly
deliver to each Holder and Purchaser Counsel, without charge, as many           copies of
the Prospectus or Prospectuses (including each form of prospectus)           related to a
Demand Registration Statement and each amendment or supplement           thereto as such
Persons may reasonably request. The Company hereby consents to           the use of such
Prospectus and each amendment or supplement thereto by each of           the selling
Holders in connection with the offering and sale of the Registrable           Securities
covered by such Prospectus and any amendment or supplement thereto.  




            (g)              In
the time and manner required by each Trading Market, if at all, prepare and
          file with such Trading Market an additional shares listing application covering
          all of the Registrable Securities; (ii) take all steps necessary to cause such
          Registrable Securities to be approved for listing on each Trading Market as
soon           as reasonably practicable thereafter; (iii) to the extent available to the
          Company, provide to the Purchasers evidence of such listing; and (iv) maintain
          the listing of such Registrable Securities on each such Trading Market.  




            (h)              Prior
to any public offering of Registrable Securities pursuant to a Demand
          Registration Statement, use its best efforts to register or qualify or
cooperate           with the selling Holders and Purchaser Counsel in connection with the
          registration or qualification (or exemption from such registration or
          qualification) of such Registrable Securities for offer and sale under the
          securities or Blue Sky laws of such jurisdictions within the United States as
          any Holder requests in writing, to keep each such registration or qualification
          (or exemption therefrom) effective during the Effectiveness Period in the case
          of a Shelf Registration Statement, and until the offering is completed in the
          case of any other Demand Registration Statement, and to do any and all other
          acts or things necessary or advisable to enable the disposition in such
          jurisdictions of the Registrable Securities covered by a Demand Registration
          Statement.  




            (i)              Cooperate
with the Holders to facilitate the timely preparation and delivery of
          certificates representing Registrable Securities to be delivered to a
transferee           pursuant to a Demand Registration Statement, which certificates
shall be free,           to the extent permitted by the Purchase Agreement, of all
restrictive legends,           and to enable such Registrable Securities to be in such
denominations and           registered in such names as any such Holders may request.  




            (j)              Upon
the occurrence of any event described in Section 5(c)(vii), as           promptly
as reasonably possible, prepare a supplement or amendment, including a
          post-effective amendment, to such a Demand Registration Statement or a
          supplement to the related Prospectus or any document incorporated or deemed to
          be incorporated therein by reference, and file any other required document so
          that, as thereafter delivered, neither such Demand Registration Statement nor
          its related Prospectus will contain an untrue statement of a material fact or
          omit to state a material fact required to be stated therein or necessary to
make           the statements therein, in light of the circumstances under which they
were           made, not misleading.  




            (k)              Cooperate
with any due diligence investigation undertaken by the Holders in           connection
with the sale of Registrable Securities pursuant to a Demand           Registration
Statement, including without limitation by making available any           documents and
information.  




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            (l)              If
Holders of a majority of the Registrable Securities being offered pursuant to           a
Demand Registration Statement select underwriters for the offering, the           Company
shall enter into and perform its obligations under an underwriting           agreement,
in usual and customary form, including, without limitation, by           providing
customary legal opinions, comfort letters and indemnification and           contribution
obligations.  




            (m)              In
the event of any underwritten public offering, enter into and perform its
          obligations under an underwriting agreement, in usual and customary form, with
          the managing underwriter of such offering.  




            (n)              Comply
with all applicable rules and regulations of the Commission.  




            (o)              The
Company shall not be required to deliver any document pursuant to any           provision
of this Section 5 to any Holder that is not selling Registrable           Securities
under the applicable Demand Registration Statement. The Company shall           also not
be required to deliver any document pursuant to any provision of this           Section
5, other than Section 5(f), to any Holder that proposes to sell           Registrable
Securities with less than $50,000 in aggregate offering price to the           public
under the Demand Registration Statement (based on the last sale price per
          Common Share on the Trading Market on the Trading Day preceding the date of the
          Purchaser Request).  




            6.    Piggy-Back
Registration Procedures. In connection with the Company’s           registration
obligations hereunder with respect to a Piggy-Back Registration           Statement, the
Company shall:  




            (a)              Not
less than three Trading Days prior to the filing of each Piggy-Back
          Registration Statement or any related Prospectus or any amendment or supplement
          thereto (i) furnish to the Electing Holders and Purchaser Counsel copies of all
          such documents proposed to be filed, and (ii) cause its officers and directors,
          counsel and independent certified public accountants to respond to such
          inquiries as shall be necessary, in the reasonable opinion of respective
          counsel, to conduct a reasonable investigation within the meaning of the
          Securities Act.  




            (b)              (i)
Cause the related Prospectus to be amended or supplemented by any required
          Prospectus supplement, and as so supplemented or amended to be filed pursuant
to           Rule 424; (ii) as promptly as reasonably possible provide the Electing
Holders           and Purchaser Counsel true and complete copies of all correspondence
from and to           the Commission relating to a Piggy-Back Registration Statement; and
(iii) comply           in all material respects with the provisions of the Securities Act
and the           Exchange Act with respect to the disposition of all Registrable
Securities           covered by a Piggy-Back Registration Statement during the offering.  




            (c)              Notify
the Electing Holders and Purchaser Counsel as promptly as reasonably           possible,
and (if requested by any such Person) confirm such notice in writing           no later
than one Trading Day thereafter, of any of the following events: (i)           the
Commission notifies the Company whether there will be a “review”          of
any Piggy-Back Registration Statement; (ii) the Commission comments in           writing
on any Piggy-Back Registration Statement (in which case the Company           shall
deliver to each Electing Holder a copy of such comments and of all written
          responses thereto); (iii) any Piggy-Back Registration Statement or any
          post-effective amendment is declared effective; (iv) the Commission or any
other           Federal or state governmental authority requests any amendment or
supplement to           a Piggy-Back Registration Statement or related Prospectus or
requests additional           information related thereto; (v) the Commission issues any
stop order suspending           the effectiveness of any Piggy-Back Registration
Statement or initiates any           Proceedings for that purpose; (vi) the Company
receives notice of any suspension           of the qualification or exemption from
qualification of any Registrable           Securities for sale in any jurisdiction, or
the initiation or threat of any           Proceeding for such purpose; or (vii) the
financial statements included in any           Piggy-Back Registration Statement become
ineligible for inclusion therein or any           statement made in any Piggy-Back
Registration Statement or related Prospectus or           any document incorporated or
deemed to be incorporated therein by reference is           untrue in any material
respect or any revision to a Piggy-Back Registration           Statement, related
Prospectus or other document is required so that it will not           contain any untrue
statement of a material fact or omit to state any material           fact required to be
stated therein or necessary to make the statements therein,           in light of the
circumstances under which they were made, not misleading.  





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            (d)              Furnish
to each Electing Holder and Purchaser Counsel, without charge, at least           one
conformed copy of each Piggy-Back Registration Statement and each amendment
          thereto, including financial statements and schedules, and all exhibits to the
          extent requested by such Person (excluding those previously furnished or
          incorporated by reference) promptly after the filing of such documents with the
          Commission.  




            (e)              Promptly
deliver to each Electing Holder and Purchaser Counsel, without charge,           as many
copies of the Prospectus or Prospectuses (including each form of           prospectus)
and each amendment or supplement thereto as such Persons may           reasonably
request. The Company hereby consents to the use of such Prospectus           and each
amendment or supplement thereto by each of the selling Electing Holders           in
connection with the offering and sale of the Registrable Securities covered           by
such Prospectus and any amendment or supplement thereto.  




            (f)              Cooperate
with the Electing Holders to facilitate the timely preparation and           delivery of
certificates representing Registrable Securities to be delivered to           a
transferee pursuant to a Piggy-Back Registration Statement, which certificates
          shall be free, to the extent permitted by the Purchase Agreement, of all
          restrictive legends, and to enable such Registrable Securities to be in such
          denominations and registered in such names as any such Electing Holders may
          request.  




            (g)              Comply
with all applicable rules and regulations of the Commission.  




            (h)              The
Company shall not be required to deliver any document pursuant to any           provision
of this Section 6, other than Section 6(e), to any Electing Holder           that
proposes to sell Registrable Securities with less than $50,000 in aggregate
          offering price to the public under the Piggy-Back Registration Statement (based
          on the last sale price per Common Share on the Trading Market on the Trading
Day           preceding the date of the written request sent by such Electing Holder
under           Section 4).  




            (i)              Upon
the occurrence of any event described in Section 6(c)(vii), as           promptly
as reasonably possible, prepare a supplement or amendment, including a
          post-effective amendment, to such a Piggy-Back Registration Statement or a
          supplement to the related Prospectus or any document incorporated or deemed to
          be incorporated therein by reference, and file any other required document so
          that, as thereafter delivered, neither such Piggy-Back Registration Statement
          nor its related Prospectus will contain an untrue statement of a material fact
          or omit to state a material fact required to be stated therein or necessary to
          make the statements therein, in light of the circumstances under which they
were           made, not misleading.  




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            7.    Registration
Expenses. All fees and expenses incident to the performance           of or
compliance with this Agreement by the Company shall be borne by the           Company
whether or not any Registrable Securities are sold pursuant to a           Registration
Statement. The fees and expenses referred to in the foregoing           sentence shall
include, without limitation, (a) all registration and filing fees           (including,
without limitation, fees and expenses (i) with respect to filings           required to
be made with any Trading Market, and (ii) in compliance with           applicable state
securities or Blue Sky laws (including, without limitation,           fees and
disbursements of counsel for the Company in connection with Blue Sky
          qualifications or exemptions of the Registrable Securities and determination of
          the eligibility of the Registrable Securities for investment under the laws of
          such jurisdictions as requested by the Holders )), (b) printing expenses
          (including, without limitation, expenses of printing certificates for
          Registrable Securities and of printing prospectuses requested by the Holders),
          (c) messenger, telephone and delivery expenses, (d) fees and disbursements of
          counsel for the Company and reasonable fees and expenses of Purchaser Counsel,
          and (e) fees and expenses of all other Persons retained by the Company in
          connection with the consummation of the transactions contemplated by this
          Agreement.  




            8.    Indemnification 




            (a)    Indemnification
by the Company. The Company shall, notwithstanding any           termination of this
Agreement, indemnify and hold harmless each Holder, the           officers, directors,
partners, members, agents, brokers (including brokers who           offer and sell
Registrable Securities as principal as a result of a pledge or           any failure to
perform under a margin call of Common Stock), investment advisors           and employees
of each of them, each Person who controls any such Holder (within           the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange           Act) and the
officers, directors, partners, members, agents and employees of           each such
controlling Person, to the fullest extent permitted by applicable law,           from and
against any and all Losses, as incurred, arising out of or relating to           any
untrue or alleged untrue statement of a material fact contained in a
          Registration Statement, any Prospectus or any form of prospectus or in any
          amendment or supplement thereto or in any preliminary prospectus, or arising
out           of or relating to any omission or alleged omission of a material fact
required           to be stated therein or necessary to make the statements therein (in
the case of           any Prospectus or form of prospectus or supplement thereto, in
light of the           circumstances under which they were made) not misleading, except
to the extent           that (i) such untrue statements or omissions are based solely
upon information           regarding such Holder furnished in writing to the Company by
such Holder           expressly for use therein, or to the extent that such information
relates to           such Holder or such Holder’s proposed method of distribution of
Registrable           Securities and was reviewed and expressly approved in writing by
such Holder           expressly for use in a Registration Statement, such Prospectus or
such form of           Prospectus or in any amendment or supplement thereto or (ii) in
the case of an           occurrence of an event of the type specified in Section
5(c)(v)-(vii),           the use by such Holder of an outdated or defective
Prospectus after the Company           has notified such Holder in writing that the
Prospectus is outdated or defective           and prior to the receipt by such Holder of
the Advice contemplated in Section           9(f). The Company shall notify the
Holders promptly of the institution,           threat or assertion of any Proceeding of
which the Company is aware in           connection with the transactions contemplated by
this Agreement.  




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            (b)    Indemnification
by Holders. Each Holder shall, severally and not jointly,           indemnify and
hold harmless the Company, its directors, officers, agents and           employees, each
Person who controls the Company (within the meaning of Section           15 of the
Securities Act and Section 20 of the Exchange Act), and the directors,
          officers, agents or employees of such controlling Persons, to the fullest
extent           permitted by applicable law, from and against all Losses (as determined
by a           court of competent jurisdiction in a final judgment not subject to appeal
or           review) arising solely out of any untrue statement of a material fact
contained           in any Registration Statement, any Prospectus, or any form of
prospectus, or in           any amendment or supplement thereto, or arising solely out of
any omission of a           material fact required to be stated therein or necessary to
make the statements           therein not misleading to the extent, but only to the
extent, that such untrue           statement or omission is contained in any information
so furnished in writing by           such Holder to the Company specifically for
inclusion in such Registration           Statement or such Prospectus. In no event shall
the liability of any selling           Holder hereunder be greater in amount than the
dollar amount of the net proceeds           received by such Holder upon the sale of the
Registrable Securities giving rise           to such indemnification obligation.  




            (c)    Conduct
of Indemnification Proceedings. If any Proceeding shall be           brought or
asserted against any Person entitled to indemnity hereunder (an           “Indemnified
Party”), such Indemnified Party shall promptly           notify the Person from
whom indemnity is sought (the “Indemnifying           Party”) in
writing, and the Indemnifying Party shall assume the defense           thereof, including
the employment of counsel reasonably satisfactory to the           Indemnified Party and
the payment of all fees and expenses incurred in           connection with defense
thereof; provided, that the failure of any Indemnified           Party to give such
notice shall not relieve the Indemnifying Party of its           obligations or
liabilities pursuant to this Agreement, except (and only) to the           extent that it
shall be finally determined by a court of competent jurisdiction           (which
determination is not subject to appeal or further review) that such           failure
shall have proximately and materially adversely prejudiced the           Indemnifying
Party.  




            An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party
has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall
have failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the
named parties to any such Proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been
advised by counsel that a conflict of interest is likely to exist if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense
of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the prior written consent of
the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an unconditional release
of such Indemnified Party from all liability on claims that are the subject matter of such
Proceeding. 



10 










            All
fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified Party,
as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party
(regardless of whether it is ultimately determined that an Indemnified Party is not
entitled to indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to the extent
it is finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).  




            (d)    Contribution.
If a claim for indemnification under Section 7(a) or 7(b) is unavailable to
an Indemnified Party (by reason of public policy           or otherwise), then each
Indemnifying Party, in lieu of indemnifying such           Indemnified Party, shall
contribute to the amount paid or payable by such           Indemnified Party as a result
of such Losses, in such proportion as is           appropriate to reflect the relative
fault of the Indemnifying Party and           Indemnified Party in connection with the
actions, statements or omissions that           resulted in such Losses as well as any
other relevant equitable considerations.           The relative fault of such
Indemnifying Party and Indemnified Party shall be           determined by reference to,
among other things, whether any action in question,           including any untrue or
alleged untrue statement of a material fact or omission           or alleged omission of
a material fact, has been taken or made by, or relates to           information supplied
by, such Indemnifying Party or Indemnified Party, and the           parties’ relative
intent, knowledge, access to information and opportunity           to correct or prevent
such action, statement or omission. The amount paid or           payable by a party as a
result of any Losses shall be deemed to include, subject           to the limitations set
forth in Section 8(c), any reasonable           attorneys’ or other
reasonable fees or expenses incurred by such party in           connection with any
Proceeding to the extent such party would have been           indemnified for such fees
or expenses if the indemnification provided for in           this Section was available
to such party in accordance with its terms.  




            The
parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 8(d) were determined by prorata allocation or by any
other method of allocation that does not take into account the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the provisions of
this Section 8(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the proceeds actually received by such Holder
from the sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.  




            The
indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.  




11 











            9.    Miscellaneous 




            (a)    Remedies.
In the event of a breach by the Company or by a Holder of any           of their
obligations under this Agreement, each Holder or the Company, as the           case may
be, in addition to being entitled to exercise all rights granted by law           and
under this Agreement, including recovery of damages, will be entitled to
          specific performance of its rights under this Agreement. The Company and each
          Holder agree that monetary damages would not provide adequate compensation for
          any losses incurred by reason of a breach by it of any of the provisions of
this           Agreement and hereby further agrees that, in the event of any action for
          specific performance in respect of such breach, it shall waive the defense that
          a remedy at law would be adequate.  




            (b)    Amendments
and Waivers. The provisions of this Agreement, including the           provisions of
this sentence, may not be amended, modified or supplemented, and           waivers or
consents to departures from the provisions hereof may not be given,           unless the
same shall be in writing and signed by the Company and the Holders of           at least
two-thirds of the then outstanding Registrable Securities.           Notwithstanding the
foregoing, a waiver or consent to depart from the provisions           hereof with
respect to a matter that relates exclusively to the rights of           Holders and that
does not directly or indirectly affect the rights of other           Holders may be given
by Holders of at least a majority of the Registrable           Securities to which such
waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended,           modified, or supplemented except in accordance
with the provisions of the           immediately preceding sentence.  




            (c)    No
Inconsistent Agreements. Neither the Company nor any of its           subsidiaries
has entered, as of the date hereof, nor shall the Company or any of           its
subsidiaries, on or after the date of this Agreement, enter into any           agreement
with respect to its securities that would have the effect of impairing           the
rights granted to the Holders in this Agreement or otherwise conflicts with           the
provisions hereof. Except as and to the extent specified in the applicable
          schedule to the Purchase Agreement, neither the Company nor any Subsidiary has
          previously entered into any agreement granting any registration rights with
          respect to any of its securities to any Person that have not been satisfied in
          full.  




            (d)    No
Piggyback on Registrations. Except as and to the extent specified in
          Schedule 3.1(g) to the Purchase Agreement, neither the Company nor any of its
          security holders (other than the Holders in such capacity pursuant hereto) may
          include securities of the Company in a Demand Registration Statement other than
          the Registrable Securities, and the Company shall not after the date hereof
          enter into any agreement providing any such right to any of its security
          holders.  




            (e)    Compliance.
Each Holder covenants and agrees that it will comply with the           prospectus
delivery requirements of the Securities Act as applicable to it in           connection
with sales of Registrable Securities pursuant to a Registration           Statement.  




            (f)    Discontinued
Disposition. Each Holder agrees by its acquisition of such           Registrable
Securities that, upon receipt of a notice from the Company of the           occurrence of
any event of the kind described in Sections 5(c)(v), 5(c)(vi), or 5(c)(vii),
or Sections 6(c)(v), 6(c)(vi), or 6(c)(vii), as applicable, such
Holder will forthwith           discontinue disposition of such Registrable Securities
under a Registration           Statement until such Holder’s receipt of the copies
of any supplemented           Prospectus and/or amended Registration Statement (if
required pursuant to Section 5(j) or 6(i)), or until it is advised in writing (the
          “Advice”) by the Company that the use of the applicable
          Prospectus may be resumed, and, in either case, has received copies of any
          additional or supplemental filings that are incorporated or deemed to be
          incorporated by reference in such Prospectus or Registration Statement. The
          Company may provide appropriate stop orders to enforce the provisions of this
          paragraph.  




12 










            (g)    Notices.
Any and all notices or other communications or deliveries           required or permitted
to be provided hereunder shall be in writing and shall be           deemed given and
effective on the earliest of (a) the date of transmission, if           such notice or
communication is delivered via facsimile at the facsimile           telephone number
specified in this Section prior to 4:30 p.m. (New York City           time) on a Trading
Day, (b) the next Trading Day after the date of transmission,           if such notice or
communication is delivered via facsimile at the facsimile           telephone number
specified in this Agreement on a day that is not a Trading Day           or later than
4:30 p.m. (New York City time) and earlier than 11:59 p.m. (New           York City time)
on any Trading Day, (c) the Trading Day following the date of           mailing, if sent
by U.S. nationally recognized overnight courier service, or (d)           upon actual
receipt by the party to whom such notice is required to be given.           The address
for such notices and communications shall be as set forth in the           Purchase
Agreement.  




            (h)    Successors
and Assigns. This Agreement shall inure to the benefit of and           be binding
upon the successors and permitted assigns of each of the parties and           shall
inure to the benefit of each Holder. The Company may not assign its rights           or
obligations hereunder without the prior written consent of each Holder. Each
          Holder may assign its rights and obligations hereunder in the manner and to the
          extent permitted under the Purchase Agreement.  




            (i)    Counterparts.
This Agreement may be executed in any number of           counterparts, each of which
when so executed shall be deemed to be an original           and, all of which taken
together shall constitute one and the same Agreement. In           the event that any
signature is delivered by facsimile transmission, such           signature shall create a
valid binding obligation of the party executing (or on           whose behalf such
signature is executed) the same with the same force and effect           as if such
facsimile signature were the original thereof.  



13 









            (j)    GOVERNING
LAW; VENUE; WAIVER OF JURY TRAIL. ALL QUESTIONS CONCERNING THE
          CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
          BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS
          OF THE STATE OF NEW YORK. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS
          CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE TRANSACTIONS
          CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS (WHETHER BROUGHT AGAINST A
          PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS,
          EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE AND U.S.
          FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN. EACH
PARTY           HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND           U.S. FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF
MANHATTAN FOR           THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR WITH ANY           TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN
(INCLUDING WITH RESPECT TO           THE ENFORCEMENT OF ANY OF THIS AGREEMENT), AND
HEREBY IRREVOCABLY WAIVES, AND           AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT           PERSONALLY SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT, THAT SUCH SUIT, ACTION           OR PROCEEDING IS IMPROPER. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES PERSONAL           SERVICE OF PROCESS AND CONSENTS TO
PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION           OR PROCEEDING BY MAILING A COPY
THEREOF VIA REGISTERED OR CERTIFIED MAIL OR           OVERNIGHT DELIVERY (WITH EVIDENCE
OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN           EFFECT FOR NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL           CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING           CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS           IN ANY MANNER
PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO           THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY           JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY           OF THE
TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.           IF
EITHER PARTY SHALL COMMENCE AN ACTION OR PROCEEDING TO ENFORCE ANY PROVISIONS
          OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, THEN THE PREVAILING PARTY IN
SUCH           ACTION OR PROCEEDING SHALL BE REIMBURSED BY THE OTHER PARTY FOR ITS
REASONABLE           ATTORNEYS FEES AND OTHER REASONABLE COSTS AND EXPENSES INCURRED WITH
THE           INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH ACTION OR PROCEEDING.  






            (k)    Cumulative
Remedies. The remedies provided herein are cumulative and not           exclusive of
any remedies provided by law.  




            (l)    Severability.
If any term, provision, covenant or restriction of this           Agreement is held by a
court of competent jurisdiction to be invalid, illegal,           void or unenforceable,
the remainder of the terms, provisions, covenants and           restrictions set forth
herein shall remain in full force and effect and shall in           no way be affected,
impaired or invalidated, and the parties hereto shall use           their reasonable
efforts to find and employ an alternative means to achieve the           same or
substantially the same result as that contemplated by such term,           provision,
covenant or restriction. It is hereby stipulated and declared to be           the
intention of the parties that they would have executed the remaining terms,
          provisions, covenants and restrictions without including any of such that may
be           hereafter declared invalid, illegal, void or unenforceable.  




            (m)    Headings.
The headings in this Agreement are for convenience of reference           only and shall
not limit or otherwise affect the meaning hereof.  




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14 










        IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above. 



		HANGER ORTHOPEDIC GROUP, INC.
	

 	By:______________________________
		Name:____________________________
		Title:_____________________________












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SIGNATURE PAGES OF
PURCHASERS TO FOLLOW] 















		
		ARES CORPORATE OPPORTUNITIES FUND, L.P.
	
 	By:  ACOF MANAGEMENT, L.P.,
		        Its General Partner
	
 	        By:  ACOF OPERATING MANAGER, L.P.,
		                Its General Partner
	
 	                By:  ARES MANAGEMENT, INC.,
		                        Its General Partner
	
 	                        By:______________________________

















	 	
Address
for Notice:






	 	
Ares
Corporate Opportunities Fund, L.P.                                            
C/O Ares
Management, Inc.                                            
1999 Avenue of the Stars
                                          
Suite 1900
                                           
Los Angeles, California  90067
                                           
Phone: (310) 201.4100
                                           
Fax: (310) 201.4157
                                           
Attention: Bennett Rosenthal and
                                                            
                 Adam Stein






	 	
With
a copy to:






	 	
Proskauer
Rose LLP                                            
1585 Broadway
                                           
New York, NY  10036-8299
                                           
Facsimile No.:  (212) 969-2900
                                           
Attn:  Michael A. Woronoff, Esq. and
                                                    
                Adam J. Kansler, Esq.


















Annex A 



Plan of Distribution 



        The
selling stockholders may, from time to time, sell any or all of their shares of common
stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These sales may be at fixed or negotiated prices. The selling
stockholders may use any one or more of the following methods when selling shares: 



	•  	ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;






	• 	block
trades in which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the transaction; 






	•  	purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;






	•  	an
exchange distribution in accordance with the rules of the applicable exchange;






	•  	privately
negotiated transactions;






	•  	short
sales;






	•  	broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a
         stipulated price per share;






	• 	a
combination of any such methods of sale; and






	•  	any
other method permitted pursuant to applicable law.






        The
selling stockholders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus. 



        The
selling stockholders may also engage in short sales against the box, puts and calls and
other transactions in our securities or derivatives of our securities and may sell or
deliver shares in connection with these trades. 



        Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to participate
in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do not expect these
commissions and discounts to exceed what is customary in the types of transactions
involved. Any profits on the resale of shares of common stock by a broker-dealer acting as
principal might be deemed to be underwriting discounts or commissions under the Securities
Act. Discounts, concessions, commissions and similar selling expenses, if any,
attributable to the sale of shares will be borne by a selling stockholder. The selling
stockholders may agree to indemnify any agent, dealer or broker-dealer that participates
in transactions involving sales of the shares if liabilities are imposed on that person
under the Securities Act. 












        The
selling stockholders may from time to time pledge or grant a security interest in some or
all of the shares of common stock owned by them and, if they default in the performance of
their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock from time to time under this prospectus after we have filed an amendment
to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act of 1933 amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus. 



        The
selling stockholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus and may sell the shares of
common stock from time to time under this prospectus after we have filed an amendment to
this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
of 1933 amending the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus. 



        The
selling stockholders and any broker-dealers or agents that are involved in selling the
shares of common stock may be deemed to be “underwriters” within the meaning of
the Securities Act in connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. 



        We
are required to pay all fees and expenses incident to the registration of the shares of
common stock, including the fees and disbursements of counsel to the selling stockholders.
We have agreed to indemnify the selling stockholders against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act. 



        The
selling stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding the sale
of their shares of common stock, nor is there an underwriter or coordinating broker acting
in connection with a proposed sale of shares of common stock by any selling stockholder.
If we are notified by any selling stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares of common stock, if required, we
will file a supplement to this prospectus. If the selling stockholders use this prospectus
for any sale of the shares of common stock, they will be subject to the prospectus
delivery requirements of the Securities Act. 



        The
anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may
apply to sales of our common stock and activities of the selling stockholders.