**INDEMNIFICATION
      AGREEMENT**





**AGREEMENT** made as
      of this ___ day of March, 2008, between Langer, Inc., a Delaware corporation
      (the "Company"), and __________________ (the "Indemnitee").





**WHEREAS** ,
      it is
      essential to the Company and its stockholders to attract and retain qualified
      and capable directors and officers;





**WHEREAS** ,
      the
      Certificate of Incorporation of the Company, as amended to date (the
      "Certificate of Incorporation") and the By-laws of the Company, as amended
      to
      date (the "By-laws") allow the Company to indemnify and advance expenses to
      its
      directors and officers;





**WHEREAS** ,
      in
      recognition of Indemnitee's need for protection against personal liability
      in
      order to induce Indemnitee to serve the Company in an effective manner, and
      to
      supplement or replace the Company's directors' and officers’ liability insurance
      coverage, and, in part, to provide Indemnitee with specific contractual
      assurance that the protection provided by the Certificate of Incorporation
      and
      the By-laws will be available to Indemnitee (regardless of, among other things,
      any amendment to or revocation of the Certificate of Incorporation and the
      By-laws), the Company wishes to provide the Indemnitee with the benefits
      contemplated by this Agreement; and





**WHEREAS** ,
      as a
      result of the provision of such benefits Indemnitee has agreed to continue
      to
      serve the Company as a director and officers;





**NOW,
      THEREFORE** ,
      the
      parties hereto hereby agree as follows:





1.  **Definitions** .
      The
      following terms, as used herein, shall have the following respective
      meanings:





a.  Affiliate :
      of a
      specified Person is a Person who directly, or indirectly through one or more
      intermediaries, controls or is controlled by, or is under common control with,
      the Person specified. The term Associate used to
      indicate a relationship with any Person shall mean (i) any corporation or
      organization (other than the Company or a Subsidiary) of which such Person
      is an
      officer or partner or is, directly or indirectly, the Beneficial Owner of ten
      (10) percent or more of any class of Equity Securities; (ii) any trust or other
      estate in which such Person has a substantial beneficial interest or as to
      which
      such Person serves as trustee or in a similar fiduciary capacity (other than
      an
      Employee Plan Trustee), (iii) any Relative of such Person, or (iv) any officer
      or director of any corporation controlling or controlled by such
      Person.





b.  Beneficial
      Ownership :
      shall
      be determined, and a Person shall be the Beneficial
      Owner of all
      securities which such Person is deemed to own beneficially, pursuant to Rule
      13d-3 of the General Rules and Regulations under the Securities Exchange Act
      of
      1934, as amended (or any successor rule or statutory provision), or, if such
      Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory
      provision thereto, pursuant to such Rule 13d-3 as in effect on the date hereof; provided , however ,
      that a
      Person shall, in any event, also be deemed to be the Beneficial Owner of any
      Voting Shares: (A) of which such Person or any of its Affiliates or Associates
      is, directly or indirectly, the Beneficial Owner; or (B) of which such Person
      or
      any of its Affiliates or Associates has (i) the right to acquire (whether such
      right is exercisable immediately or only after the passage of time), pursuant
      to
      any agreement, arrangement or understanding or upon the exercise of conversion
      rights, exchange rights, warrants or options, or otherwise, and (ii) sole or
      shared voting or investment power with respect thereto pursuant to any
      agreement, arrangement, understanding, relationship or otherwise (but shall
      not
      be deemed to be the Beneficial Owner of any Voting Shares solely by reason
      of a
      revocable proxy granted for a particular meeting of stockholders, pursuant
      to a
      public solicitation of proxies for such meeting, with respect to shares of
      which
      neither such Person nor any such Affiliate or Associate is otherwise deemed
      the
      Beneficial Owner), or (C) of which another Person is, directly or indirectly,
      the Beneficial Owner if such first mentioned Person or any of its Affiliates
      or
      Associates acts with such other Person as a partnership, syndicate or other
      group pursuant to any agreement, arrangement or understanding for the purpose
      of
      acquiring, holding, voting or disposing of any shares of capital stock of the
      Company; and provided  further , however ,
      that
      (i) no director or officer of the Company, nor any Associate or Affiliate of
      any
      such director or officer, shall, solely by reason of any or all of such
      directors and officers acting in their capacities as such, be deemed for any
      purpose hereof, to be the Beneficial Owner of any Voting Shares of which any
      other such director or officer (or any Associate or Affiliate thereof) is the
      Beneficial Owner (ii) no trustee of an employee stock ownership or similar
      plan
      of the Company or any Subsidiary ("Employee Plan Trustee") or any Associate
      or
      Affiliate of any such Trustee, shall, solely by reason of being an Employee
      Plan
      Trustee or Associate or Affiliate of an Employee Plan Trustee, be deemed for
      any
      purposes hereof to be the Beneficial Owner of any Voting Shares held by or
      under
      any such plan.





(c)  A Change
      in Control :
      shall
      be deemed to have occurred if (A) any Person (other than (a) the Company or
      any
      subsidiary, or (b) any pension, profit sharing, employee stock ownership or
      other employee benefit plan of the Company or any subsidiary or any trustee
      of
      or fiduciary with respect to any such plan when acting in such capacity) is
      or
      becomes, after the date of this Agreement, the Beneficial Owners of 30% or
      more
      of the total voting power of the Voting Shares, (B) during any period of two
      consecutive years, individuals who at the beginning of such period constitute
      the Board of Directors of the Company and any new director whose election or
      appointment by the Board of Directors or nomination or recommendation for
      election by the Company's stockholders was approved by a vote of at least
      two-thirds (2/3) of the directors then still in office who either were directors
      at the beginning of the period or whose election or nomination for election
      was
      previously so approved, cease for any reason to constitute a majority thereof,
      or (C) the stockholders of the Company approve a merger or consolidation of
      the
      Company with any other corporation, other than a merger or consolidation which
      would result in the Voting Shares of the Company outstanding immediately prior
      thereto continuing to represent (either by remaining outstanding or by being
      converted into Voting Shares of the surviving entity) at least 75% of the total
      voting power represented by the Voting Shares of the Company or such surviving
      entity outstanding, or the stockholders of the Company approve a plan of
      complete liquidation of the Company or an agreement for the sale or disposition
      by the Company of all or substantially all of the Company's assets.




-2-


(d)  Claim :
      means
      any threatened, pending or completed action, suit, arbitration or proceeding,
      or
      any inquiry or investigation, whether brought by or in the right of the Company
      or otherwise, that Indemnitee in good faith reasonably believes might lead
      to
      the institution of any such action, suit, arbitration or proceeding, whether
      civil, criminal, administrative, investigative or other, or any appeal
      therefrom.





(e)  Equity
      Security :
      shall
      have the meaning given to such term under Rule 3a11-1 of the General Rules
      and
      Regulations under the Securities Exchange Act of 1934, as in effect on the
      date
      hereof.





(f)  D&O
      Insurance :
      means
      any valid directors' and officers’ liability insurance policy maintained by the
      Company for the benefit of the Indemnitee, if any.





(g)  Determination :
      means a
      determination, and Determined means a
      matter which has been determined based on the facts known at the time, by:
      (i) a
      majority vote of a quorum of disinterested directors, or (ii) if such a quorum
      is not obtainable, or even if obtainable, if a quorum of disinterested directors
      so directs, by independent legal counsel in a written opinion, or, in the event
      there has been a Change in Control, by the Special Independent Counsel (in
      a
      written opinion) selected by Indemnitee as set forth in Section 6, or (iii)
      a
      majority of the disinterested stockholders of the Company, or (iv) a final
      adjudication by a court of competent jurisdiction.





(h)  Excluded
      Claim :
      means
      any payment for Losses or Expenses in connection with any Claim: (i) based
      or
      attributable to Indemnitee personally gaining in fact any financial profit
      or
      other advantage to which Indemnitee is not legally entitled; or (ii) for the
      return by Indemnitee of any remuneration paid to Indemnitee without the previous
      approval of the stockholders of the Company which is illegal; or (iii) for
      an
      accounting of profits in fact made from the purchase or sale by Indemnitee
      of
      securities of the Company within the meaning of Section 16 of the Securities
      Exchange Act of 1934, as amended, or similar provisions of any state law; or
      (iv) resulting from Indemnitee's knowingly fraudulent, dishonest or willful
      misconduct; or (v) resulting from the Indemnitee’s bad faith or as a result of
      active and deliberate dishonesty which was material to the adjudicated cause
      of
      action or (vi) the payment of which by the Company under this Agreement is
      not
      permitted by applicable law.





(i)  Expenses :
      means
      any reasonable expenses incurred by Indemnitee as a result of a Claim or Claims
      made against Indemnitee for Indemnifiable Events including, without limitation,
      reasonable attorneys' fees and all other costs, expenses and obligations paid
      or
      incurred in connection with investigating, defending, being a witness in or
      participating in (including on appeal), or preparing to defend, be a witness
      in
      or participate in any Claim relating to any Indemnifiable Event.





(j)  Fines :
      means
      any fine, penalty or, with respect to an employee benefit plan, any excise
      tax
      or penalty assessed with respect thereto.




(k)  Indemnifiable
      Event :
      means
      any event or occurrence, occurring prior to or after the date of this Agreement,
      related to the fact that Indemnitee is, was or has agreed to serve as, a
      director or officer of the Company, or is or was serving at the request of
      the
      Company as a director, officer, employee, consultant, trustee, agent or
      fiduciary of another corporation, partnership, joint venture, employee benefit
      plan, trust or other enterprise, or by reason of anything done or not done
      by
      Indemnitee, including, but not limited to, any breach of duty, neglect, error,
      misstatement, misleading statement, omission, or other act done or wrongfully
      attempted by Indemnitee, or any of the foregoing alleged by any claimant, in
      any
      such capacity.





-3-


(l)  Losses :
      means
      any amounts or sums which Indemnitee is legally obligated to pay as a result
      of
      a Claim or Claims made against Indemnitee for Indemnifiable Events including,
      without limitation, damages, judgments and sums or amounts paid in settlement
      of
      a Claim or Claims, and Fines.





(m)  Person :
      means
      any individual, partnership, corporation, limited liability company, business
      trust, joint stock company, trust, unincorporated association, joint venture,
      governmental authority or other entity of whatever nature.





(n)  Potential
      Change in Control :
      shall
      be deemed to have occurred if (A) the Company, enters into an agreement, the
      consummation of which would result in the occurrence of a Change in Control;
      or
      (B) the Board of Directors adopts a resolution to the effect that, for purposes
      of this Agreement, a Potential Change in Control has occurred.





(o)  Relative :
      means a
      Person's spouse, parents, children, siblings, mother- and father-in-law, sons-
      and daughters-in-law, and brothers- and sisters-in-law.





(p)  Reviewing
      Party :
      means
      any appropriate person or body consisting of a member or members of the
      Company's Board of Directors or any other person or body appointed by the Board
      (including the Special Independent Counsel referred to in Section 6) who is
      not
      a party to the particular Claim for which Indemnitee is seeking
      indemnification.





(q)  Subsidiary :
      means
      any corporation of which a majority of any class of Equity Security is owned,
      directly or indirectly, by the Company.





(r)  Trust :
      means
      the trust established pursuant to Section 7 hereof.





(s)  Voting
      Shares :
      means
      any issued and outstanding shares of capital stock of the Company entitled
      to
      vote generally in the election of directors.





2.  **Basic
      Indemnification Agreement** .
      In
      consideration of, and as an inducement to, the Indemnitee rendering valuable
      services to the Company, the Company agrees that in the event Indemnitee is
      or
      becomes a party to or witness or other participant in, or is threatened to
      be
      made a party to or witness or other participant in, a Claim by reason of (or
      arising in part out of) an Indemnifiable Event, the Company will indemnify
      Indemnitee to the fullest extent authorized by law, against any and all Losses
      and Expenses (including all interest, assessments and other charges paid or
      payable in connection with or in respect of such Losses and Expenses) of such
      Claim, whether or not such Claim proceeds to judgment or is settled or otherwise
      is brought to a final disposition, subject in each case, to the further
      provisions of this Agreement.


3.  **Limitations
      on Indemnification** .
      Notwithstanding the provisions of Section 2, Indemnitee shall not be indemnified
      and held harmless from any Losses or Expenses (a) which have been Determined,
      as
      provided herein, to constitute an Excluded Claim; (b) indemnifiable hereunder
      if
      and to the extent that Indemnitee has actually received payment in connection
      with such Losses and Expenses pursuant to the Certificate of Incorporation,
      By-laws, D&O Insurance or otherwise; or (c) other than pursuant to the last
      sentence of Section 4(d) or Section 14, in connection with any claim or
      proceeding initiated by Indemnitee, or brought or made by Indemnitee against
      the
      Company or any director or officer of the Company, unless the Company has joined
      in or the Board of Directors has authorized such claim or
      proceeding.





-4-


4.  **Indemnification
      Procedures** .





(a)  Promptly
      after receipt by Indemnitee of notice of any Claim, Indemnitee shall, if
      indemnification with respect thereto may be sought from the Company under this
      Agreement, notify the Company of the commencement thereof; provided , however ,
      that
      the failure to give such notice promptly shall not affect or limit the Company's
      obligations with respect to the matters described in the notice of such Claim,
      except to the extent that the Company is prejudiced thereby. Indemnitee agrees,
      further, not to make any admission or effect any settlement with respect to
      such
      Claim without the consent of the Company, except any Claim with respect to
      which
      the Indemnitee has undertaken the defense in accordance with the second to
      last
      sentence of Section 4(d).





(b)  If,
      at
      the time of the receipt of such notice, the Company has D&O Insurance in
      effect, the Company shall give prompt notice of the commencement of any Claim
      to
      the insurers in accordance with the procedures set forth in the respective
      policies. The Company shall thereafter take all necessary or desirable action
      to
      cause such insurers to pay, on behalf of Indemnitee, all Losses and Expenses
      payable as a result of such Claim.





(c)  The
      Company shall be obligated to pay the Expenses of any Claim in advance of the
      final disposition thereof and the Company, if appropriate, shall be entitled
      to
      assume the defense of such Claim, with counsel reasonably satisfactory to
      Indemnitee, upon the delivery to Indemnitee of reasonable written notice of
      its
      election to do so. After delivery of such notice, the Company will not be liable
      to Indemnitee under this Agreement for any legal or other Expenses subsequently
      incurred by Indemnitee in connection with such defense other than reasonable
      Expenses of investigation; provided  that Indemnitee shall have the right to employ its counsel in such Claim but the
      fees
      and expenses of such counsel incurred after delivery of notice from the Company
      of its assumption of such defense shall be at the Indemnitee's expense; provided  further that if:
      (i) the employment of counsel by Indemnitee has been previously authorized
      by
      the Company, (ii) Indemnitee shall have reasonably concluded that there will
      be
      a conflict of interest between the Company and Indemnitee in the conduct of
      any
      such defense, or (iii) the Company shall not, in fact, have employed counsel
      to
      assume the defense of such action, the reasonable fees and expenses of counsel
      shall be at the expense of the Company.


(d)  All
      payments on account of the Company's indemnification obligations under this
      Agreement shall be made within sixty (60) days of Indemnitee's written request
      therefor unless a Determination is made that the Claims giving rise to
      Indemnitee's request are Excluded Claims or otherwise not payable under this
      Agreement, provided  that all
      payments on account of the Company's obligation to pay Expenses under Section
      4(c) of this Agreement prior to the final disposition of any Claim shall be
      made
      within 30 days of Indemnitee's written request therefor and such obligation
      shall not be subject to any such Determination but shall be subject to Section
      4(e) of this Agreement. Notwithstanding the foregoing, such sixty (60) day
      period may be extended for a reasonable time, not to exceed an additional thirty
      (30) days, if the Person making the Determination with respect to entitlement
      to
      indemnification in good faith requires such additional time for the obtaining
      or
      evaluating of documentation and/or information relating thereto. In the event
      the Company takes the position that Indemnitee is not entitled to
      indemnification in connection with the proposed settlement of any Claim,
      Indemnitee shall have the right at his own expense to undertake defense of
      any
      such Claim, insofar as such proceeding involves Claims against the Indemnitee,
      by written notice given to the Company within 10 days after the Company has
      notified Indemnitee in writing of its contention that Indemnitee is not entitled
      to indemnification; provided , however ,
      that
      the failure to give such notice within such 10-day period shall not affect
      or
      limit the Company's obligations with respect to any such Claim if such Claim
      is
      subsequently determined not to be an Excluded Claim or otherwise to be payable
      under this Agreement, except to the extent that the Company is prejudiced
      thereby. If it is subsequently determined in connection with such proceeding
      that the Indemnifiable Events are not Excluded Claims and that Indemnitee,
      therefore, is entitled to be indemnified under the provisions of Section 2
      hereof, the Company shall promptly indemnify Indemnitee.





-5-


(e)  Indemnitee
      hereby expressly undertakes and agrees to reimburse the Company for all Losses
      and Expenses paid by the Company in connection with any Claim against Indemnitee
      in the event and only to the extent that a Determination shall have been made
      by
      a court of competent jurisdiction in a decision from which there is no further
      right to appeal that Indemnitee is not entitled to be indemnified by the Company
      for such Losses and Expenses because the Claim is an Excluded Claim or because
      Indemnitee is otherwise not entitled to payment under this
      Agreement.





(f)  In
      connection with any Determination as to whether Indemnitee is entitled to be
      indemnified hereunder, the burden of proof shall be on the Company to establish
      that Indemnitee is not so entitled.





(g)  Indemnitee
      hereby expressly undertakes and agrees to (i) notify (and deliver to, as
      applicable) the Company in writing of any and all information or documents
      relating to any Claim or matter which may entitle Indemnitee to indemnification
      for Losses or Expenses under this Agreement; and (ii) to notify the Company
      in
      writing of any and all developments relating to any Claim to which the Company
      has notified Indemnitee in writing pursuant to the terms of Section 4(d) herein
      of its contention that Indemnitee is not entitled to indemnification under
      this
      Agreement.





5.  **Settlement** .
      The
      Company shall have no obligation to indemnify Indemnitee under this Agreement
      for any amounts paid in settlement of any Claim effected without the Company's
      prior written consent. The Company shall not settle any Claim in which it takes
      the position that Indemnitee is not entitled to indemnification in connection
      with such settlement without the consent of Indemnitee, nor shall the Company
      settle any Claim in any manner which would impose any Fine or any obligation
      on
      Indemnitee, without Indemnitee's written consent. Neither the Company nor
      Indemnitee shall unreasonably withhold its or his consent to any proposed
      settlement.




6.  **Change
      in Control; Extraordinary Transactions** .
      The
      Company and Indemnitee agree that if there is a Change in Control of the Company
      (other than a Change in Control which has been approved by a majority of the
      Company's Board of Directors who were directors immediately prior to such Change
      in Control), then all Determinations thereafter with respect to the rights
      of
      Indemnitee to be paid Losses and Expenses under this Agreement shall be made
      only by a special independent counsel (the "Special Independent Counsel")
      selected by Indemnitee and approved by the Company (which approval shall not
      be
      unreasonably withheld) or by a court of competent jurisdiction. The Company
      shall pay the reasonable fees of such Special Independent Counsel and shall
      indemnify such Special Independent Counsel against any and all reasonable
      expenses (including reasonable attorneys' fees), claims, liabilities and damages
      arising out of or relating to this Agreement or its engagement pursuant
      hereto.





-6-


The
      Company covenants and agrees that, in the event of a Change in Control of the
      type described in clause (C) of Section 1(c), the Company will use its best
      efforts (a) to have the obligations of the Company under this Agreement
      including, but not limited to, those under Section 7, expressly assumed by
      the
      surviving, purchasing or succeeding entity, or (b) otherwise adequately to
      provide for the satisfaction of the Company's obligations under this Agreement,
      in a manner reasonably acceptable to the Indemnitee.





7.  **Establishment
      of Trust** .
      In the
      event of a Potential Change in Control, the Company shall, upon written request
      by Indemnitee, create a trust (the "Trust") for the benefit of Indemnitee and
      from time to time upon written request of Indemnitee shall fund the Trust in
      an
      amount sufficient to satisfy any and all Losses and Expenses which are actually
      paid or which Indemnitee reasonably determines from time to time may be payable
      by the Company under this Agreement. The amount or amounts to be deposited
      in
      the Trust pursuant to the foregoing funding obligation shall be determined
      by
      the Reviewing Party, in any case in which the Special Independent Counsel is
      involved. The terms of the Trust shall provide that upon a Change in Control:
      (i) the Trust shall not be revoked or the principal thereof invaded without
      the
      written consent of Indemnitee; (ii) the trustee of the Trust shall advance,
      within 20 days of a request by Indemnitee, any and all Expenses to Indemnitee
      (and Indemnitee hereby agrees to reimburse the Trust under the circumstances
      under which Indemnitee would be required to reimburse the Company under Section
      4(e) of this Agreement); (iii) the Company shall continue to fund the Trust
      from
      time to time in accordance with the funding obligations set forth above; (iv)
      the trustee of the Trust shall promptly pay to Indemnitee all Losses and
      Expenses for which Indemnitee shall be entitled to indemnification pursuant
      to
      this Agreement; and (v) all unexpended funds in the Trust shall revert to the
      Company upon a final determination by a court of competent jurisdiction in
      a
      final decision from which there is no further right of appeal that Indemnitee
      has been fully indemnified under the terms of this Agreement. The trustee of
      the
      Trust shall be chosen by Indemnitee and shall be approved by the Company, which
      approval shall not be unreasonably withheld.





8.  **No
      Presumption** .
      For
      purposes of this Agreement, the termination of any Claim by judgment, order,
      settlement (whether with or without court approval) or conviction, or upon
      a
      plea of nolo  contendere ,
      or its
      equivalent, shall not, of itself, create a presumption that Indemnitee did
      not
      meet any particular standard of conduct or have any particular belief or that
      a
      court has determined that indemnification is not permitted by applicable
      law.




9.  **Non-exclusivity,
      Etc** . The
      rights of Indemnitee hereunder shall be in addition to any other rights
      Indemnitee may have under the Certificate of Incorporation, the By-laws, the
      General Corporation Law of the State of Delaware, any vote of stockholders
      or
      disinterested directors or otherwise, both as to action in Indemnitee's official
      capacity and as to action in any other capacity by holding such office, and
      shall continue after Indemnitee ceases to serve the Company as a director,
      officer, employee, or consultant for so long as Indemnitee shall be subject
      to
      any Claim by reason of (or arising in part out of) an Indemnifiable Event.
      To
      the extent that a change in the General Corporation Law of the State of Delaware
      (whether by statute or judicial decision) permits greater indemnification by
      agreement than would be afforded currently under the Certificate of
      Incorporation, the By-laws and this Agreement, it is the intent of the parties
      hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
      afforded by such change.





-7-


10.  **Liability
      Insurance** .
      To the
      extent the Company maintains an insurance policy or policies providing D&O
      Insurance, Indemnitee shall be covered by such policy or policies, in accordance
      with its or their terms, to the maximum extent of the coverage available for
      any
      director of the Company.





11.  **Subrogation** .
      In the
      event of payment under this Agreement, the Company shall be subrogated to the
      extent of such payment to all of the rights of recovery of Indemnitee who shall
      execute all papers required and shall do everything that may be necessary to
      secure such rights, including the execution of such documents necessary to
      enable the Company effectively to bring suit to enforce such
      rights.





12.  **Partial
      Indemnity, Etc** . If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the Losses and Expenses of a Claim
      but
      not, however, for all of the total amount thereof, the Company shall
      nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
      is
      entitled. Moreover, notwithstanding any other provision of this Agreement,
      to
      the extent that Indemnitee has been successful on the merits or otherwise in
      defense of any or all Claims relating in whole or in part to any Indemnifiable
      Event or in defense of any issue or matter therein, including dismissal without
      prejudice, Indemnitee shall be indemnified against all Expenses incurred in
      connection therewith.





13.  **Liability
      of Company** .
      Indemnitee agrees that neither the stockholders nor the directors nor any
      officer, employee, consultant, representative or agent of the Company shall
      be
      personally liable for the satisfaction of the Company's obligations under this
      Agreement and Indemnitee shall look solely to the assets of the Company for
      satisfaction of any claims hereunder.





14.  **Enforcement** .





(a)
      Indemnitee's right to indemnification and other rights under this Agreement
      shall be specifically enforceable by Indemnitee only in the Chancery Court
      of
      the State of Delaware (the "Delaware Court") and shall be enforceable
      notwithstanding any adverse Determination by the Company's Board of Directors,
      independent legal counsel, the Special Independent Counsel or the Company's
      stockholders and no such Determination shall create a presumption that
      Indemnitee is not entitled to be indemnified hereunder. In any such action
      the
      Company shall have the burden of proving that indemnification is not required
      under this Agreement.




(b)  In
      the
      event that any action is instituted by Indemnitee under this Agreement, or
      to
      enforce or interpret any of the terms of this Agreement, Indemnitee shall be
      entitled to be paid all court costs and reasonable expenses, including
      reasonable counsel fees, incurred by Indemnitee with respect to such action,
      unless the court determines that each of the material assertions made by
      Indemnitee as a basis for such action was not made in good faith or was
      frivolous.





15.  **Severability** .
      In the
      event that any provision of this Agreement is determined by a court to require
      the Company to do or to fail to do an act which is in violation of applicable
      law, such provision (including any provision within a single section, paragraph
      or sentence) shall be limited or modified in its application to the minimum
      extent necessary to avoid a violation of law, and, as so limited or modified,
      such provision and the balance of this Agreement shall be enforceable in
      accordance with their terms to the fullest extent permitted by law.





16.  **Governing
      Law** .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware applicable to agreements made and to be performed entirely
      within such State.





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17.  **Consent
      to Jurisdiction** .
      The
      Company and Indemnitee each hereby irrevocably and unconditionally (i) agree
      that any action or proceeding arising out of or in connection with this
      Agreement shall be brought only in the Delaware Court, and not in any other
      state or federal court in the United States of America or any court in any
      other
      country, (ii) consent to submit to the exclusive jurisdiction of the Delaware
      Court for purposes of any action or proceeding arising out of or in connection
      with this Agreement, (iii) waive any objection to the laying of venue of any
      such action or proceeding in the Delaware Court, and (iv) waive, and agree
      not
      to plead or to make, any claim that any such action or proceeding brought in
      the
      Delaware Court has been brought in an improper or inconvenient
      forum.





18.  **Notices** .
      All
      notices or other communications required or permitted hereunder shall be
      sufficiently given for all purposes if in writing and personally delivered
      or
      sent by registered or certified mail, return receipt requested, with postage
      prepaid addressed as follows, or to such other address as the parties shall
      have
      given notice of pursuant hereto:





(a) If
      to the
      Company, to:





Langer,
      Inc.


450
      Commack Road


Deer
      Park, New York 11720


Attn:
      President





With
      a
      copy to:





Kane
      Kessler, P.C.


1350
      Avenue of the Americas


New
      York,
      New York 10019


Attn:
      Robert L. Lawrence, Esq.








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(b) If
      to
      Indemnitee, to:




19.  **Counterparts** .
      This
      Agreement may be signed in counterparts, each of which shall be an original
      and
      all of which, when taken together, shall constitute one and the same
      instrument.





20.  **Successors
      and Assigns** .
      This
      Agreement shall be (i) binding upon all successors and assigns of the Company,
      including any direct or indirect successor by purchase, merger, consolidation
      or
      otherwise to all or substantially all of the business and/or assets of the
      Company, and (ii) binding upon and inure to the benefit of any successors and
      assigns, heirs, and personal or legal representatives of
      Indemnitee.





21.  **Amendment;
      Waiver** .
      No
      amendment, modification, termination or cancellation of this Agreement shall
      be
      effective unless made in a writing signed by each of the parties hereto. No
      waiver of any of the provisions of this Agreement shall be deemed or shall
      constitute a waiver of any other provision hereof (whether or not similar)
      nor
      shall such waiver constitute a continuing waiver.




**IN
      WITNESS WHEREOF** ,
      the
      Company and Indemnitee have executed this Agreement as of the day and year
      first
      above written.





LANGER,
                INC.
              
              
              By:___________________________
              Name:
              Title:
              
              ______________________________________





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