REGISTRATION
      RIGHTS AGREEMENT

    
 

    Registration
      Rights Agreement
      (this
      "Agreement")
      is
      made and entered into as of January 8, 2007, by and among Langer, Inc., a
      Delaware corporation (the "Company"); and Regal Medical Supply LLC, a North
      Carolina limited liability company (the “Specified Holder”).

    


    The
      parties are entering into this Agreement pursuant to the terms of that certain
      asset purchase agreement (the "Purchase Agreement") dated as of December 15,
      2006, among the Company, Regal Acquisition Co. (the “Purchaser”), a Delaware
      corporation and wholly-owned subsidiary of the Company, the Specified Holder
      and
      each of the Principal Shareholders (as defined in the Purchase Agreement).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      given such terms in the Purchase Agreement.

    


    The
      Company and the Specified Holder hereby agree as follows:

    


    1. Definitions.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

    


      "Business
      Day" means any day except Saturday, Sunday and any day which shall be a legal
      holiday or a day on which banking institutions in the state of New York
      generally are authorized or required by law or other government actions to
      close.

    


    "Commission"
      means the Securities and Exchange Commission.

    


    "Common
      Stock" means the Company's Common Stock, par value $0.02 per share.

    


    "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

    


    “Filing
      Date” means the day which is eleven months following the Closing
      Date.

    


    "Holder"
      or "Holders" means the holder or holders, as the case may be, from time to
      time
      of Registrable Securities, including without limitation the Specified Holder
      and
      its permitted assignees.

    


    "Holder
      Information” shall mean any information reasonably related to (i) the
      Registrable Securities, (ii) the plan of distribution, and (iii) the acquisition
      of certain assets of Regal by the Purchaser.  

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Indemnified
      Party" shall have the meaning set forth in Section 5(c).

    


    "Indemnifying
      Party" shall have the meaning set forth in Section 5(c).

    


    "Losses"
      shall have the meaning set forth in Section 5(a).

    


    “Mandatory
      Registration Statement” means the Registration Statement or Registration
      Statements required to be filed pursuant to Section 2 hereof, including all
      amendments thereof (whether pre-effective or post-effective), if
      any.

    


    "NASDAQ"
      shall mean the National Association of Securities Dealers Automatic Quotation
      System.

    


    "Person"
      means an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, govern-ment (or an agency or political subdivision thereof)
      or
      other entity of any kind.

    


    "Proceeding"
      means an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    "Prospectus"
      means the prospectus included in the 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
      Rule 430A 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 the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.

    


    "Registrable
      Securities" means (i) the shares of Common Stock issued by the Company under
      the
      Purchase Agreement, and the securities issuable upon any stock split, stock
      dividend, recapitalization, merger, consolidation or similar event with respect
      to such shares of Common Stock, and (ii) any other dividend or other
      distribution with respect to conversion or exchange of, or in replacement of,
      Registrable Securities.

    


    “Registration
      Statement” means the Mandatory Registration Statement, and all exhibits thereto,
      and all material incorporated by reference into any such Registration
      Statement.

    


    "Rule
      144" means Rule 144 promulgated by the Commission pursuant to the Securities
      Act, as such Rule 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.

    


    "Rule
      415" means Rule 415 promulgated by the Commission pursuant to the Securities
      Act, as such Rule 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.

    


    
      
        
        

      

      
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    "Rule
      416" means Rule 416 promulgated by the Commission pursuant to the Securities
      Act, as such Rule 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.

    


    "Securities
      Act" means the Securities Act of 1933, as amended.

    


    2. Mandatory.
      

    


    (a) On
      or
      prior to the Filing Date, the Company shall use its commercially reasonable
      efforts to prepare and file with the Commission "shelf" Registration Statements
      covering all Registrable Securities for an offering to be made on a continuous
      basis pursuant to Rule 415. The Registration Statements shall be on Form S-3
      (or
      on another form permissible for such registration in accordance herewith).
      Such
      Registration Statements are hereinafter called the “Mandatory Registration
      Statement.” Nothing herein shall preclude the Company from including in the
      Mandatory Registration Statement any Common Stock of any other person in
      addition to the Holder. 

    


    (b) The
      Company shall use commercially reasonable efforts to cause the Registration
      Statements to be declared effective under the Securities Act as promptly as
      practicable after the filing thereof and to keep such Registration Statements
      continuously effective under the Securities Act until such date as is the
      earlier to occur of (x) the date when all Registrable Securities covered by
      such
      Registration Statements have been sold or (y) the date on which the Registrable
      Securities may be sold pursuant to Rule 144(k) as determined by counsel to
      the
      Company pursuant to a written opinion letter, addressed to the Company's
      transfer agent to such effect (the "Effectiveness Period"). 

    


    3. Registration
      Procedures.
      

     

    (a) In
      connection with the Company's registration obligations hereunder, the Company
      shall as expeditiously as reasonably possible (i) prepare and file with the
      Commission a registration statement with respect to such shares of Common Stock
      (including such indeterminate number of shares of Common Stock pursuant to
      Rule
      416 to cover securities issuable upon stock splits, stock dividends or similar
      transactions) and use its commercially reasonable efforts to cause such
      registration statement to become effective and maintain the effectiveness of
      such registration statement for the Effectiveness Period, (ii) use its
      commercially reasonable efforts to register or qualify the securities covered
      by
      such registration statement under such other securities or state blue sky laws
      as the Holder shall request, but not more than five jurisdictions, except that
      the Company shall not for any such purpose be required to qualify to do business
      as a foreign corporation or to file a general consent to service of process
      in
      any jurisdiction wherein it is not so qualified or has not so consented to
      service, and (iii) use its commercially reasonable efforts to list or qualify
      for quotation, the securities covered by such registration statement, with
      any
      securities exchange or national quotation system on which the Common Stock
      is
      then listed or quoted.

    


    (b) If
      (i)
      there is material non-public information regarding the Company which the
      Company's Board of Directors (the "Board") reasonably determines not to be
      in
      the Company's best interest to disclose and which the Company is not otherwise
      required to disclose, or (ii) there is a significant business opportunity
      (including, but not limited to, the acquisition or disposition of assets (other
      than in the ordinary course of business) or any merger, consolidation, tender
      offer or other similar transaction) available to the Company which the Board
      reasonably determines not to be in the Company's best interest to disclose
      and
      which the Company would be required to disclose under the Registration
      Statement, then the Company may postpone or suspend filing or effectiveness
      of a
      registration statement for a period not to exceed 60 consecutive days,
provided,
      however,
      that
      the Company may not postpone or suspend its obligation under this Section 3(b)
      for more than 90 days in the aggregate during any 12 month period.

    


    
      
        
        

      

      
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    4. Registration
      Expenses.
      All
      fees and expenses incurred by the Company in connection with the Company's
      performance of or compliance with its obligations hereunder, including without
      limitation (i) all registration and filing fees (including any expenses incident
      to filing with NASDAQ and each other securities exchange, national quotation
      system, market or over-the-counter bulletin board on which the Common Stock
      issued by the Company is then listed or quoted), (ii) blue sky fees and
      expenses, (iii) all printing expenses, and (iv) all fees and disbursements
      of
      counsel and accountants for the Company (including the expenses of any audit
      incident to or required by any such registration), and any other advisors to
      the
      Company in connection with the transactions contemplated hereby, will be paid
      by
      the Company. The Holders shall bear their own expenses for all of their
      attorneys’ fees and expenses, underwriting discounts, selling commissions and
      stock transfer taxes incurred in connection with the sale of the Registrable
      Securities.

     

    5. Indemnification

    


    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder to the fullest extent permitted by applicable law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, costs of preparation and reasonable attorneys'
      fees) and expenses (collectively, "Losses"),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the 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 the light of the circumstances under which they were
      made) not misleading, except to the extent, but only to the extent, that such
      untrue statements or omissions are based upon information regarding such Holder
      furnished to the Company by such Holder 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 or approved in writing
      by such Holder for use in the Registration Statement, such Prospectus or such
      form of Prospectus or in any amendment or supplement thereto.

    


    (b) Indemnification
      by Holders.
      Each
      Holder shall, notwithstanding any termination of this Agreement, severally,
      based on each Holder’s respective percentage of Registrable Securities,
      indemnify and hold harmless the Company, the directors, officers, agents,
      representatives 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
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the 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 based upon any 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 the light of the circumstances under which they were made) not
      misleading, to the extent that such untrue statement or omission is contained
      in
      or omitted from any information so furnished by such Holder to the Company
      for
      inclusion 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 or approved in writing by such Holder for use in the Registration
      Statement, such Prospectus or such form of Prospectus Supplement or in any
      amendment or supplement thereto.

    


    
      
        
        

      

      
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    (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 promptly shall 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 to the extent that such failure shall have
      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: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) 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.

    


    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party because of a failure or refusal of a governmental authority
      to
      enforce such indemnification in accordance with its terms (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 5(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.

    


    
      
        
        

      

      
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    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. 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.

    


    6. Miscellaneous.

    


    (a) Remedies.
      In the
      event of a breach by the Company, on the one hand, or by a Holder, on the other
      hand, of any of their respective 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 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) Governing
      Law.
      This
      Agreement shall be subject to the exclusive jurisdiction of the courts of New
      York County, New York. The parties to this Agreement agree that any breach
      of
      any term or condition of this Agreement shall be deemed to be a breach occurring
      in the State of New York by virtue of a failure to perform an act required
      to be
      performed in the State of New York and irrevocably and expressly agree to submit
      to the jurisdiction of the courts of the State of New York for the purpose
      of
      resolving any disputes among the parties relating to this Agreement or the
      transactions contemplated hereby. The parties irrevocably waive, to the fullest
      extent permitted by law, any objection which they may now or hereafter have
      to
      the laying of venue of any suit, action or proceeding arising out of or relating
      to this Agreement, or any judgment entered by any court in respect hereof
      brought in New York County, New York, and further irrevocably waive any claim
      that any suit, action or proceeding brought in New York County, New York has
      been brought in an inconvenient forum.

    


    
      
        
        

      

      
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    (c) 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 each of the Holders. 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.

    


    (d) 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 earlier of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile telephone number specified for
      notice prior to 5:00 p.m., Eastern time, on a Business Day, (ii) the Business
      Day after the date of transmission, if such notice or communication is delivered
      via facsimile at the facsimile telephone number specified for notice later
      than
      5:00 p.m., Eastern time, on any date and earlier than 11:59 p.m., Eastern time,
      on such date, (iii) the Business Day following the date of mailing, if sent
      by
      nationally recognized overnight courier service or (iv) actual receipt by the
      party to whom such notice is required to be given. The addresses for such
      communications shall be with respect to each Holder at its address set forth
      under its name on the signature page hereto, or with respect to the Company,
      addressed to:

    


    Langer,
      Inc.

    450
      Commack Road

    Deer
      Park, New York 11729

    Attn:
      Chief Executive Officer

    Facsimile:
      631-667-1203

     

    or
      to
      such other address or addresses or facsimile number or numbers as any such
      party
      may most recently have designated in writing to the other parties hereto by
      such
      notice. Copies of notices to the Company shall be sent to Kane Kessler, P.C.,
      1350 Avenue of the Americas, 26th Floor, New York, New York 10019, Attn: Robert
      L. Lawrence, Esq., Facsimile No. 212-245-3009. Notices to any Holder shall
      be
      sent to the address listed on Schedule 1 attached hereto, if applicable.


    


    (e) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns. The Company may not assign this Agreement
      or any of its rights or obligations hereunder without the prior written consent
      of each Holder. The Specified Holder may assign its rights hereunder to the
      Principal Shareholders (as defined in the Purchase Agreement) in the manner
      as
      permitted under this Agreement.

    


    
      
        
        

      

      
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    (f) Assignment
      of Registration Rights.
      The
      rights of any of the Specified Holders hereunder, including the right to have
      the Company register for resale Registrable Securities in accordance with the
      terms of this Agreement, shall be assigned only to the Principal Shareholders
      (as defined in the Purchase Agreement).

    


    (g) 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.

    


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

    


    (i) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable in any respect, 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.

    


    (j) Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    In
      Witness Whereof,
      the
      parties hereto have caused this Registration Rights Agreement to be duly
      executed by their respective authorized persons as of the date first indicated
      above.

     

    


    
      	 	 	 
	COMPANY:	LANGER, INC.
	 
 	 
 	 
 
	 	By:  	/S/ 
W.
              Gray
              Hudkins
	 	
              
Name:
              W. Gray Hudkins
	 	Title:
              President and CEO




    


    
      	SPECIFIED
              HOLDER:	 	 
	 	REGAL MEDICAL SUPPLY, LLC
	 
 	 
 	 
 
	 	By:  	/S/ 
John
              Eric Shero
	 	
              
Name:
              John Eric Shero
	 	Title:
              President




    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

       

    

    Schedule
      1

    


    Regal
      Medical Supply, LLC

    401
      Temple Highway

    Suite
      5

    Granbury,
      TX 76049

    Attn:
      John Shero