Exhibit 10.6 



Hanger Orthopedic
Group, Inc.
Two Bethesda Metro Center, Suite 1300  
Bethesda, Maryland 20814  



May 26, 2006 



Ares Corporate
Opportunities Fund, L.P.
c/o Ares Management, Inc.
1999 Avenue of the Stars  
Suite 1900
Los
Angeles, California 90067  
Attention: Bennett Rosenthal and Adam Stein  



Gentlemen: 



Reference is made to that certain
Amended and Restated Preferred Stock Purchase Agreement dated as of May 25, 2006 among
HANGER ORTHOPEDIC GROUP, INC. (the “Company”), Ares Corporate
Opportunities Fund, L.P. (“Ares”) and the Initial Purchasers party
thereto (the “Purchase Agreement”). Capitalized terms used but not
defined herein shall have the meanings given to them in the Purchase Agreement. 



In order to induce the Ares to enter
into the Purchase Agreement and purchase the Shares, the Company agrees to grant the board
director and board observer rights to Ares as set forth below. 



For so long as Ares and its
Affiliates beneficially own in the aggregate at least 1,984,126 shares of Common Stock,
subject to proportional adjustments to reflect stock-splits, combinations, subdivisions,
or other similar recapitalizations or events: 



        1.              The
Company’s Board of Directors (the “Board”) shall appoint and
          elect Bennett Rosenthal to fill the next vacancy on the Board, which will occur
          within ninety (90) days of the Closing. Bennett Rosenthal, or any successor to
          Bennett Rosenthal that Ares may designate from time to time in accordance with
          the terms of this letter agreement to serve as a member of the Board, is
          hereinafter referred to as the “Investor Director.” 




        2.              The
Company will include the Investor Director as one of the Company’s
          nominees for election as directors at each annual or special meeting of
          stockholders at which directors will be elected.  




        3.              Provided
that the Investor Director meets the applicable membership requirements           of the
Commission and the Trading Market, the Board shall elect the Investor           Director
to all committees of the Board, it being understood that the Investor           Director
does not meet the current applicable requirements to serve on the Audit
          Committee. The Company shall provide the same compensation and rights and
          benefits of indemnity to the Investor Director as are provided to other
          non-employee directors of the Company. The Investor Director may resign from
the           Board at any time without notice. In the event that any Investor Director
shall           cease to serve as a director of the Company for any reason, at the
discretion of           Ares, the Board shall fill the vacancy resulting therefrom with
another Investor           Director designated by Ares that is reasonably acceptable to
the Board, it being           understood that any senior professional of Ares shall be
acceptable to the           Board.  













        4.              Subject
to the execution of a non-disclosure agreement, customary in form and
          substance, as requested in good faith by the Company, the Company shall allow a
          representative of Ares (other than the Investor Director, and at anytime when
no           Investor Director is a member of the Board, the Company shall allow two
          representatives of Ares) to attend all meetings of the Board in a nonvoting
          capacity, and in connection with each such Board observer’s attendance,
the           Company shall give such Board observer copies of all notices, minutes,
consents           and other materials, financial or otherwise, which the Company
provides to the           Board prior to any such meeting. Ares shall provide the Company
with written           notice identifying any individuals who shall exercise Board
observation rights           on behalf of Ares from time to time. Effective upon
execution and delivery of           this letter agreement, Ares hereby appoints Bennett
Rosenthal and Adam Stein as           initial Board observers.  




This letter agreement shall be
governed by and construed in accordance with the laws of the State of New York and each of
the parties hereto irrevocably consents to the exclusive jurisdiction of all courts,
federal and state, located in the City of New York for the adjudication of any dispute
arising hereunder. This letter agreement may not be amended or waived except in writing,
by a document executed by the Company and Ares. This letter agreement may be executed in
two or more counterparts, together constituting one agreement, and may be executed by
facsimile, having the same force as if originally executed. 



Very truly yours, 



HANGER ORTHOPEDIC GROUP,
INC. 




By:______________________________

Name: 
Title: 





Accepted: 




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:
______________________________








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MANAGEMENT RIGHTS
LETTER AGREEMENT 



Hanger Orthopedic
Group, Inc.
Two Bethesda Metro Center, Suite 1300  
Bethesda, Maryland 20814  



May 26, 2006 



Ares Corporate
Opportunities Fund, L.P.
1999 Avenue of the Stars  
Suite 1900
Los Angeles, California
90067
Attn: Bennett Rosenthal  



Re: Management Rights 



Ladies and Gentlemen: 



You have requested that Hanger
Orthopedic Group, Inc., a Delaware corporation (the “Company”), grant
certain contractual management rights to Ares Corporate Opportunities Fund, L.P. (the
“Investor”) so that the purchase by the Investor of shares of the
Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the
“Stock”) pursuant to the Amended and Restated Preferred Stock Purchase
Agreement, dated as of May 25, 2006 among the Company, the Investor and the other parties
thereto, as such agreement may be amended, supplemented or otherwise modified from time to
time (the “Purchase Agreement”), from the Company, may qualify as a
“venture capital investment” as described in clause (d)(3)(i) of the U.S.
Department of Labor Regulations § 2510.3-101 (the “DOL Regulation”).
This letter will confirm our agreement that the Investor will be entitled to the
contractual management rights enumerated below and, in addition, will be entitled to all
rights specifically provided to “Investors” (as defined in the Purchase
Agreement) pursuant to the Purchase Agreement as in effect as of the date hereof or any
other rights the Investor may hold as a holder of the Stock or otherwise, including,
without limitation, the right to receive financial information and inspection rights (all
such information, inspection, management and other rights hereinafter collectively
referred to as “Management Rights”): 



         (1)       
          The Company and its subsidiaries shall provide to the Investor, true and correct
          copies of all documents, reports, financial data and other information as the
          Investor may reasonably request. Additionally, the Company shall permit any
          authorized representatives designated by the Investor to visit and inspect any
          of the properties of the Company and its subsidiaries, including its and their
          books of account, and to discuss its and their affairs, finances and accounts
          with its and their officers, all at such times during regular business hours as
          the Investor may reasonably request. 



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         (2)       
          At any time during which the Investor does not have a representative designated
          to serve on the Board of Directors of the Company, the Investor shall have the
          right to designate one (1) observer who shall be entitled to attend all meetings
          of the Company’s Board of Directors (the “Board”) (and all
          committees thereof) and receive copies of all materials provided to the Board,
          including, without limitation, notices, minutes, consents and any and all other
          materials provided to directors, provided that such observer shall have no
          voting rights with respect to actions taken or elected not to be taken by the
          Board or any Committee thereof. Such representative may participate in
          discussions of matters brought to the Board and may address the Board with
          respect to the Investor’s concerns regarding business issues facing the
          Company. 



         (3)       
          The Investor (or its authorized representative) shall have the right to consult
          with and advise the management of the Company and its subsidiaries, upon
          reasonable notice at reasonable times from time to time, on all matters relating
          to the operation of the Company and its subsidiaries. 



         (4)       
          The Company agrees to consider, in good faith, the recommendations of the
          Investor (or its authorized representative) in connection with the matters on
          which it is consulted as described above, recognizing that the ultimate
          discretion with respect to all such matters shall be retained by the Company. 



         (5)       
          If the Company is not a “reporting company” under Section 12 of the
          Securities Exchange Act of 1934, as amended, the Company shall deliver to the
          Investor: 



          		    a.       
               as soon as available and in any event within 30 days after the end of each of
               the first three quarters of each fiscal year of the Company, consolidated
               balance sheets of the Company and its subsidiaries as of the end of such period,
               and consolidated statements of income and cash flows of the Company, and its
               subsidiaries for the period then ended prepared in conformity with generally
               accepted accounting principles in the United States applied on a consistent
               basis, except as otherwise noted therein, and subject to the absence of
               footnotes and to year-end adjustment; 



               



          		    b.       
               as soon as available and in any event within 90 days after the end of each
               fiscal year of the Company, a consolidated balance sheet of the Company and its
               subsidiaries as of the end of such year, and consolidated statements of income
               and cash flows of the Company and its subsidiaries for the year then ended
               prepared in conformity with generally accepted accounting principles in the
               United States applied on a consistent basis, except as otherwise noted therein,
               together with an auditor’s report thereon of a firm of established national
               reputation. 



               



This letter may not be amended except
by a written instrument signed by the Investor and the Company. 




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The Company hereby further agrees
that (x) if legal counsel for the Investor reasonably concludes that the rights granted
hereby should be altered to preserve the qualification of the Investor as a “venture
capital operating company” as defined in the DOL Regulation or otherwise to ensure
that the assets of the Investor are not considered “plan assets” for purposes of
the Employee Retirement Income Security Act of 1974, as amended, the Company will agree to
amendments to this letter to effect such alterations; provided that no such
alteration would result in a material adverse effect on the operation or business of the
Company, and (y) if the Investor transfers a portion of the shares of stock it acquires in
the Company to an affiliate that is seeking to qualify as a venture capital operating
company, the Company will enter into a letter with the transferee containing substantially
similar terms and conditions as this letter. 



If the Company engages in a
restructuring or similar transaction, any resulting entity or entities shall be subject to
this letter agreement in the same manner as the Company. 



The rights described herein shall
terminate and be of no further force or effect at such time as the Investor no longer
holds any shares of capital stock of the Company. 



Very truly yours, 



Hanger Orthopedic Group,
Inc. 




By:  __________________________________       
        Name:        
        Title: 





ACKNOWLEDGED AND ACCEPTED: 




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:
                           
______________________________ 














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