FIRST AMENDMENT 





        FIRST
AMENDMENT, dated as of March 12, 2007 (this “Amendment”), by and among
Hanger Orthopedic Group, Inc. (the “Borrower”), the Lenders party hereto
and Citicorp North America, Inc., as administrative agent (in such capacity, the
“Administrative Agent”) to the Credit Agreement (as defined below). 



W I T N E S S E T H:  



        WHEREAS,
the Borrower, the Lenders party hereto and the Administrative Agent are parties to that
certain Credit Agreement, dated as of May 26, 2006 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower,
the Administrative Agent, the Lenders from time to time party thereto, and the other
parties thereto; and 



        WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent enter into this
Amendment to amend the Credit Agreement as set forth herein; 



        NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows: 



       1.           Defined
Terms. Capitalized terms used herein and not otherwise defined           herein shall
have the meanings ascribed to such terms in the Credit Agreement.  



       2.           Amendments.
Effective as of the Effective Date (as defined below) and           subject to the terms
and conditions set forth herein, the Credit Agreement is           hereby amended as
follows:  



		    (a)                  Section
1.1 of the Credit Agreement is hereby amended by (i) inserting the           following
definitions among the existing definitions set forth in such section           in the
appropriate alphabetical order:  







		    
       “Amendment”shall
mean the Amendment, dated as of March 12, 2007, by and among the Borrower, the Lenders
party thereto and the Administrative Agent, to this Agreement.” 







		    
       “Amendment
Effective Date” shall mean the Effective Date (as defined in the Amendment).” 







		    
       “Repricing
Transaction” means the incurrence by any Loan Party of any Indebtedness that is
secured or is broadly marketed or syndicated to banks and other institutional investors
in financings similar to the Facilities (i) having an effective interest rate margin or
weighted average yield (to be determined by the Administrative Agent consistent with
generally accepted financial practice, after giving effect to, among other factors,
margins, upfront or similar fees or original issue discount shared with all lenders or
holders thereof, but excluding the effect of any arrangement, structuring, syndication or
other fees payable in connection therewith that are not shared with all lenders or
holders thereof) that is less than the Applicable Rate for, or weighted average yield (to
be determined by the Administrative Agent on the same basis) of, the Loans, and (ii) the
proceeds of which are used to repay, in whole or in part, principal of outstanding Loans.  














(ii)                     amending
and restating the following definitions in their entirety as follows:  



		    
       “Applicable
Margin”: for each Type of Loan under each Facility, the rate per annum set forth
opposite such Facility under the relevant column heading below:  








		Base Rate

Loans
	Eurodollar

Loans

	Revolving Credit Facilities	 	 	 	1.75	%	 	2.75	%
	(including Swing Line Loans)	 	 
	
Tranche B Term Loan Facility	 	 	 	1.25	%	 	2.25	%







		    
         provided,
that on and after the first Adjustment Date occurring after the completion of the first
full fiscal quarter of the Borrower after the Closing Date, (a) the Applicable Margins
with respect to Revolving Credit Loans and Swing Line Loans will be determined pursuant
to the Pricing Grid and (b) if the Borrower shall have a corporate credit rating of “B2” or
better from Moody’s and “B” or better from S&P, in each case with a
stable outlook, and Consolidated Leverage Ratio as of the most recent Adjustment Date
shall be less than 5.0 to 1.0, the Applicable Margin with respect to (i) Tranche B Term
Loans maintained as Base Rate Loans shall be equal to 1.00% per annum and (ii) Tranche B
Term Loans maintained as Eurodollar Loans shall be equal to 2.00% per annum.  









		    
       “Consolidated
Total Debt” at any date, the aggregate principal amount of all Indebtedness
(other than Indebtedness of the type specified in clause (f) of the definition of
Indebtedness) of the Borrower and its Subsidiaries at such date, determined on a
consolidated basis in accordance with GAAP minus the amount of all unrestricted cash and
unrestricted Cash Equivalents that would, in conformity with GAAP, be included in “total
current assets” (or like caption) on a consolidated balance sheet of the Borrower
and its Subsidiaries at such time up to $30,000,000.  







		    
       “Permitted
Seller Notes”: promissory notes issued by the Borrower or any of its
Subsidiaries to sellers of stock or assets in one or more Permitted Acquisitions, which
promissory notes shall (i)  be unsecured and not guaranteed by any Subsidiaries of
the Borrower, (ii) be subordinated to the Obligations on terms satisfactory to the
Administrative Agent, (iii) not mature earlier than the date that is six months after the
Revolving Credit Termination Date, and (iv)  otherwise be in form and substance
satisfactory to the Administrative Agent.  












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and (iii) deleting the following
definitions in their entirety:  



		    
       “Annualized” 







		    
       “Consolidated
Interest Coverage Ratio” 







       (b)           Section
2.11(a) of the Credit Agreement is hereby amended and restated in its           entirety
to read as follows:  




		    
       “The
Borrower may at any time and from time to time prepay the Loans, in whole or in part,
without premium or penalty (except as otherwise provided herein), upon irrevocable notice
delivered to the Administrative Agent at least three Business Days prior thereto in the
case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base
Rate Loans, which notice shall specify the date and amount of such prepayment, whether
such prepayment is of Tranche B Term Loans or Revolving Credit Loans, and whether such
prepayment is of Eurodollar Loans or Base Rate Loans; provided that (i) if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest Period
applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section
2.21; (ii) same day notice is required for the prepayment of Swing Line Loans and (iii)
if the Borrower makes a voluntary prepayment of any Tranche B Term Loans within one (1)
year after the Amendment Effective Date in connection with any Repricing Transaction, the
Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a
prepayment premium in an amount equal to 1.00% of the principal amount prepaid.  







       (c)           Section
7.1 of the Credit Agreement is hereby amended and restated in its           entirety to
read as follows:  



		    7.1               Financial
Conditions Covenants.  







		    
              Consolidated Leverage
Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of
four consecutive fiscal quarters of the Borrower (or, if less, the number of full fiscal
quarters subsequent to the Closing Date) ending with the last day of any fiscal quarter
to exceed the ratio of 6.50:1.00.  







       (d)           Section
7.2(h) of the Credit Agreement is hereby amended and restated in its           entirety
to read as follows:  



		    
              Indebtedness of
the Borrower that is subordinated to the payment in full of the Obligations on terms
satisfactory to the Administrative Agent (all such Indebtedness permitted to be incurred
pursuant to this clause (h) being “Subordinated Debt”); provided that,
in each case (i) such Indebtedness shall not mature or otherwise have any scheduled
principal payment date, in each case earlier than the date that is six months after the
Tranche B Term Loan Maturity Date, (ii) no Default or Event of Default shall exist on the
date of incurrence of such Indebtedness and (iii) the Borrower shall be in pro forma
compliance, after giving effect to the incurrence of such Indebtedness and any previously
incurred Subordinated Debt, with the covenants set forth in Section 7.1 (calculated using
Consolidated EBITDA as of the most recently ended fiscal quarter for which financial
statements are available); provided, further, that for the purpose of this clause
(iii), the Consolidated Leverage Ratio levels under Section 7.1 shall be deemed to be
6.25:1:00;  











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       (e)           Section
7.7 of the Credit Agreement is hereby amended by deleting           “$25,000,000” in
clause (a) therein and replacing it with           “$30,000,000".  



       (f)           Section
7.8 of the Credit Agreement is hereby amended by deleting           “$40,000,000” in
clause (g)(vi) therein and replacing it with           “$50,000,000" 



       3.           Conditions
to Effectiveness of this Amendment. This Amendment shall           become effective
as of the date the following conditions precedent have been           satisfied (the
“Effective Date”) that the Administrative Agent           shall have
received this Amendment, duly executed and delivered by the Borrower,           the
Administrative Agent and Lenders required under Section 10.1 of the Credit
          Agreement and the Consent and Agreement, in the form attached hereto as Exhibit
          A, executed and delivered by each of the Guarantors.  



       4.           Representations
and Warranties. The Borrower hereby represents and           warrants to the
Administrative Agent and the Lenders, on and as of the date           hereof, that:  



       (a)           (i)
The Borrower has taken all necessary action to authorize the execution,
          delivery and performance of this Amendment, (ii) this Amendment has been duly
          executed and delivered by the Borrower and (iii) this Amendment is the legal,
          valid and binding obligation of the Borrower, enforceable against it in
          accordance with its terms, except as enforceability may be limited by
applicable           bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the           enforcement of creditors’ rights generally and by general
equitable           principles.  



       (b)           After
giving effect to this Amendment, each of the representations and           warranties
made by any Loan Party in or pursuant to the Loan Documents is true           and correct
in all material respects on and as of the date hereof, as if made on           and as of
such date, except to the extent such representations and warranties           expressly
relate to an earlier date, in which case such representations and           warranties
are true and correct in all material respects as of such earlier           date.  



       (c)           After
giving effect to this Amendment, no Default or Event of Default has           occurred
and is continuing as of the date hereof.  



       5.           Continuing
Effect. Except as expressly set forth in this Amendment, all           of the terms
and provisions of the Credit Agreement are and shall remain in full           force and
effect and the Borrower shall continue to be bound by all of such           terms and
provisions. This Amendment is limited to the specific provisions of           the Credit
Agreement specified herein and shall not constitute an amendment or           waiver of,
or an indication of the Administrative Agent’s or the           Lenders’ willingness
to amend or waive, any other provisions of the Credit           Agreement or the same
provisions for any other date or purpose.  







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       6.           Expenses.
The Borrower agrees to pay and reimburse the Administrative           Agent for all its
reasonable out-of-pocket costs and expenses incurred in           connection with the
negotiation, preparation, execution and delivery of this           Amendment, and all
other documents prepared in connection herewith, and the           transactions
contemplated hereby, including, without limitation, reasonable fees           and
disbursements and other charges of counsel to the Administrative Agent.  



       7.           Choice
of Law. This Amendment and the rights and obligations of the           parties hereto
shall be governed by, and construed and interpreted in accordance           with, the
laws of the State of New York.  



       8.           Counterparts.
This Amendment may be executed in any number of           counterparts and by different
parties and separate counterparts, each of which           when so executed and
delivered, shall be deemed an original, and all of which,           when taken together,
shall constitute one and the same instrument. Delivery of           an executed
counterpart of a signature page to this Amendment by facsimile or           e-mail shall
be effective as delivery of a manually executed counterpart of this           Amendment.  



       9.           Integration.
This Amendment, together with the other Loan Documents,           incorporates all
negotiations of the parties hereto with respect to the subject           matter hereof
and is the final expression and agreement of the parties hereto           with respect to
the subject matter hereof.  



       10.           Severability.
In case any provision in this Amendment shall be invalid,           illegal or
unenforceable, such provision shall be severable from the remainder           of this
Amendment and the validity, legality and enforceability of the remaining
          provisions shall not in any way be affected or impaired thereby.  



       11.           Loan
Document. This Amendment is a Loan Document.  



       12.           Waiver
of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL           BY JURY
IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT AND ANY OTHER           LOAN
DOCUMENT.  



[SIGNATURE PAGES FOLLOW] 








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           IN WITNESS
WHEREOF, the parties have entered into this Amendment as of the date first above written.  



		
	 	 	 	HANGER ORTHOPEDIC GROUP, INC.	 	 
	 	 	 	


By: ______________________________	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	

CITICORP NORTH AMERICA, INC.,	 	 
	 	 	 	as Administrative Agent and Lender	 	 
	 	 	 	


By: ______________________________	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	

_________________________________	 	 
	 	 	 	[INSERT NAME OF LENDER]	 	 
	 	 	 	


By: ______________________________	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 












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