Exhibit 4(a)

                          HANGER ORTHOPEDIC GROUP, INC.

                             2002 STOCK OPTION PLAN

     1.  Purpose. The purpose of the 2002 Stock Option Plan (the "Plan") of
Hanger Orthopedic Group, Inc. (the "Company") is to make shares of the common
stock, $.01 par value per share (the "Stock"), of the Company available for
purchase by selected officers and key employees of the Company or subsidiaries
of the Company, upon terms which will give them an added incentive to continue
service with the Company and a more direct interest in the future success of its
operations. The options granted hereunder shall either be incentive stock
options ("ISOs") within the meaning of Section 422A of the Internal Revenue Code
of 1986, as amended (the "Code"), or nonqualified stock options ("NQSOs"). ISOs
and NQSOs collectively are referred to hereinafter as "Options."

     2.  Administration.

         (a) The Stock Option Committee. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board") composed of not less than three directors of the Company,
who shall be appointed by and serve at the pleasure of the Board. A majority of
the Committee shall constitute a quorum and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee, shall be the acts of the Committee. Each
member of the Committee shall be ineligible to be granted Options under the Plan
and shall otherwise be a "disinterested person" within the meaning of Rule
16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended. The
Committee shall keep minutes of its meetings.

         (b) Authority of the Committee. Subject to the provisions of the Plan,
the Committee shall have full authority and power to determine the employees to
whom Options shall be granted, the number of shares of Stock to be included in
each Option, the price at which the shares of Stock included therein may be
purchased, the Option period and time(s) and manner of exercise and whether the
Option shall be an ISO or a NQSO. All decisions of the Committee may be reviewed
by the Board and modified or overruled within 10 days after the date of the
Committee's decision; provided, however, that the Board shall have no power to
modify or overrule a decision of the Committee with respect to the grant of an
Option once the Committee has made a grant of such Option pursuant to the Plan.
Nothing contained in the Plan shall be construed to give any employee the right
to be granted an Option to purchase Stock or to insist upon the inclusion of any
term or condition in any Option which may be granted, except such as may be
authorized by the Committee. The Committee shall have the authority and power to
adopt such rules and regulations and to take such action as it shall consider
advisable for the administration of the Plan.

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The Committee shall have the authority and power to construe, interpret and
administer the Plan, and the decisions of the Committee shall be final and
binding upon the Company, its employees, Option holders and all other persons.
No member of the Committee shall incur any liability by reason of any action or
determination made in good faith with respect to the Plan or any Option.

     3.  Participation.

         (a) Eligible Employees. Selected officers and key employees of the
Company or subsidiaries of the Company who are, in the sole opinion of the
Committee, from time to time primarily responsible for the management of, or in
a position to contribute materially to the growth and financial success of the
Company and its subsidiaries (including employees who are members of the Board)
shall be eligible to receive Options to purchase Stock under the Plan, provided,
however, that no member of the Committee may be granted Options under the Plan.
From such eligible employees, the Committee shall from time to time choose those
to whom Options shall be granted. The Committee shall determine the number of
shares of Stock subject to each such Option, whether the Option is an ISO or
NQSO, and the terms and provisions of the Option agreements. An employee who has
been granted an Option may, if he is otherwise eligible, be granted an
additional Option or Options if the Committee shall so determine.

         (b) Limitations.

             (i) Except as permitted below, no ISO may be granted under the Plan
     to any employee who, immediately before the granting of such ISO, owns
     directly or indirectly Stock possessing more than 10 percent of the total
     combined voting power or value of all classes of capital stock of the
     Company. An ISO may be granted to an employee in excess of the 10 percent
     limit if such ISO has an exercise price of at least 110 percent of the fair
     market value of the Stock subject to such ISO on the date of grant and if
     such ISO by its terms is not exercisable after the expiration of five years
     from the date such ISO is granted.

             (ii) The aggregate fair market value (determined as of the time an
     ISO is granted) of the Stock for which any employee may be granted ISOs in
     any calendar year (under this Plan and all other incentive stock option
     plans of the employer corporation and its parent and subsidiary
     corporations, if any) may exceed $100,000; provided, however, that the
     amount (valued at the time of grant) of an ISO that vests in any one
     calendar year may not exceed $100,000.

     4.  Stock Option Agreements. Each Option granted under the Plan shall be
evidenced by a written stock option agreement ("Option Agreement") which shall
be entered into by the Company and the employee to whom the Option is granted
(the "Option Holder"), and which shall contain the following


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terms and conditions, as well as such other terms and conditions not
inconsistent therewith, as the Committee may consider appropriate in each case.

         (a) Price. The price at which each share of Stock covered by an Option
may be purchased shall be determined in each case by the Committee and set forth
in the Option Agreement. In no event shall the price be less than 100 percent of
the Fair Market Value of the Stock on the date the Option is granted. "Fair
Market Value" means (i) if the Stock is listed on a national securities
exchange, the last sale price of the Stock as reported by the consolidated tape
of such exchange on the date of grant of the Option, or, if there is no Stock
transaction on such date, on the immediately preceding date on which there is a
Stock transaction; (ii) if the Stock is included in the NASDAQ National Market
System, the last sale price of the Stock as reported thereby on the date of
grant of the Option or, if there is no Stock transaction on such date, on the
immediately preceding date on which there is a Stock transaction; or (iii) if
the Stock is not listed on a national securities exchange or included in the
NASDAQ National Market System, the mean of the highest and lowest bid prices for
the Stock in the over-the-counter market on the date of grant of the Option or
the value determined to be fair and reasonable by the Committee.

         (b) Duration of Options. Each Option Agreement shall state the period
of time, determined by the Committee, within which the Option may be exercised
by the Option Holder. Such period must end, in all cases, not more than 10 years
from the date such Option is granted. An ISO shall be treated as outstanding
until it is exercised in full or expires by reason of time.

         (c) Transferability. Each Option Agreement shall provide that the
Option granted therein is not transferable by the Option Holder except by will
or pursuant to the laws of descent and distribution and that such Option is
exercisable during the Option Holder's lifetime only by such Option Holder.

         (d) Nature and Exercise of, and Payment for, Option. Each Option
Agreement shall specify whether the Option is an ISO or NQSO and shall provide
that the method for exercising the Option granted therein shall be by delivery
to the Company of written notice specifying the number of shares of Stock with
respect to which such Option is exercised. If requested by the Company, such
notice shall contain the Option Holder's representation that he is purchasing
the Stock for investment purposes only and his agreement not to sell any Stock
so purchased in any manner which is in violation of the Securities Act of 1933,
as amended, or any applicable state law. Such restrictions, or notice thereof,
shall be placed on the certificates representing the Stock so purchased. The
purchase of such Stock shall take place at the principal offices of the Company
within 20 days following delivery of such notice. The purchase price of Stock
upon exercise of any Option shall be paid in full (a) in cash, (b) in Stock
valued at its Fair Market Value on the date of exercise of the Option, or (c) by
a combination of (a) and (b), in the manner provided in the Option Agreement.

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Certificates for such shares of Stock tendered in payment shall be in a form for
good delivery and, if the certificates were issued pursuant to the exercise of
an ISO, the Option Holder must have held the tendered shares for at least one
year.

         (e) Date of Grant. An Option shall be considered as having been granted
on the date the Committee decides to grant the Option.

         (f) Notice of Sale of Stock; Withholding. Each Option Agreement shall
provide (i) that the Option Holder shall notify the Company in writing if Stock
acquired under an ISO is "disposed of" within the meaning of Section 422A of the
Code within two years after the date of the grant of the ISO or within one year
after the transfer of such Stock to the Option Holder; and (ii) that if the
Option Holder does "dispose of" Stock within such period, the Option Holder
shall make appropriate arrangements with the Company to provide for the amount
of additional withholding required by Sections 3102 and 3402 of the Code and
applicable state income tax laws.

     5.  The Stock. The total number of shares of Stock as to which Options may
be granted under this Plan shall not exceed 1,500,000 in the aggregate, except
as such number of shares shall be adjusted in accordance with the provisions of
Section 6 hereof. If any outstanding Option under the Plan shall expire or be
terminated for any reason before the end of the 10-year period during which
Options may be granted hereunder, the shares of Stock allocable to the
unexercised portion of such Option may again be included in an Option under the
Plan. The Company shall at all times retain as authorized and unissued Stock at
least the number of shares from time to time included in outstanding Options, or
otherwise assure itself of its ability to perform its obligations thereunder.

     6.  Adjustments.

         (a) Adjustments by Stock Split, Stock Dividend, Etc. If the Company
shall at any time increase or decrease the number of its outstanding shares of
Stock, or change in any way the rights and privileges of such shares, by means
of the payment of a Stock dividend or the making of any other distribution upon
such shares payable in Stock, or through a Stock split or subdivision of shares,
or a consolidation or combination of shares, or through a reclassification or
recapitalization involving the Stock, then the numbers, rights and privileges of
the following shall be increased, decreased or changed in like manner as if they
had been issued and outstanding, fully paid and non-assessable at the time of
such occurrence: (i) the shares of Stock on which Options may be granted under
the Plan; (ii) the maximum number of shares of Stock with respect to which an
employee may receive an Option hereunder; and (iii) the shares of Stock then
included in each outstanding Option granted hereunder.

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         (b) Dividend Payable in Stock of Another Corporation, Etc. If the
Company shall at any time pay or make any dividend or other distribution upon
the Stock payable in securities or other property (except money or Stock), a
proportionate part of such securities or other property shall be set aside and
delivered to each Option Holder then holding an Option hereunder upon exercise
thereof.

         (c) Apportionment of Price. Upon any occurrence described in the
preceding subsections (a) and (b) of this Section 6, the total Option price
under any then outstanding Option shall remain unchanged but shall be
apportioned ratably over the increased or decreased number or changed kinds of
securities or other property subject to the Option.

         (d) Rights to Subscribe. If the Company shall at any time grant to the
holders of its Stock rights to subscribe pro rata for additional shares thereof
or for any other securities of the Company or of any other corporation, there
shall be added to the number of shares then underlying each outstanding Option
the Stock or other securities which the Option Holder would have been entitled
to subscribe for if immediately prior to such grant the Option Holder had
exercised his entire Option, and the Option price shall be increased by the
amount which would have been payable by the Option Holder for such Stock or
other securities.

         (e) Determination by the Committee, Etc. Adjustments under this Section
6 shall be made by the Committee, whose determinations with regard thereto shall
be final and binding. No fractional shares of Stock shall be issued on account
of any such adjustment.

     7. Merger, Consolidation, Etc.

         (a) Effect of Transaction. Upon the occurrence of any of the following
events, if the notice required by Section 7(b) hereof shall have first been
given, this Plan and all Options then outstanding under it shall automatically
terminate and be of no further force and effect whatsoever, without the
necessity for any additional notice or other action by the Committee, the Board
or the Company: (i) the merger, consolidation or liquidation of the Company or
the acquisition of its assets or stock pursuant to a nontaxable reorganization,
unless the surviving or acquiring corporation, as the case may be, shall assume
the outstanding Options or substitute new options for them pursuant to Section
425(a) of the Code; (ii) the dissolution or liquidation of the Company; (iii)
the appointment of a receiver for all or substantially all of the Company's
assets or business; (iv) the appointment of a trustee for the Company after a
petition has been filed for the Company's reorganization under applicable
statutes; or (v) the sale, lease or exchange of all or substantially all of the
Company's assets and business.

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         (b) Notice of Such Occurrences. At least 30 days' prior written notice
of any event described in Section 7(a) hereof, except the transactions described
in subsections 7(a)(iii) and (iv) as to which no notice shall be required, shall
be given by the Company to each Option Holder theretofore granted an Option
under the Plan. The Option Holders so notified may exercise their Options at any
time before the occurrence of the event requiring the giving of notice,
regardless of whether all conditions of exercise relating to continuation of
employment for specified periods of time have been satisfied. Such notice shall
be deemed to have been given when delivered personally to an Option Holder or
when mailed to an Option Holder by registered or certified mail, postage
prepaid, at such Option Holder's last address known to the Company.

     8.  Expiration. The Plan shall terminate whenever the Board adopts a
resolution to that effect. If not sooner terminated under the preceding sentence
hereof, the Plan shall wholly cease and expire 10 years from the effective date
hereof. After termination, no Options shall be granted under the Plan, but the
Company shall continue to recognize Options previously granted.

     9. General Provisions.

         (a) Amendments, Etc. The Board may from time to time amend, modify,
suspend or terminate the Plan. Nevertheless, no such amendment, modification,
suspension or termination shall (i) impair any Option theretofore granted under
the Plan or deprive any Option Holder of any shares of Stock which he may have
acquired through or as a result of the Plan, or (ii) be made without the
approval of the shareholders of the Company where such change would (A)
materially increase the benefits accruing to Option Holders under the Plan, (B)
materially increase the total number of shares of Stock which may be issued
under the Plan, or (C) materially modify the requirements as to eligibility for
participation in the Plan.

         (b) Qualification under Internal Revenue Code. The Company intends that
all ISOs granted under the Plan shall constitute incentive stock options within
the meaning of Section 422A of the Code and the Plan shall be construed and
administered in order to effect such intention.

         (c) Treatment of Proceeds. Proceeds from the sale of Stock pursuant to
Options granted under the Plan shall constitute general funds of the Company.

         (d) Effective Date. The Plan shall become effective as of the date of
its approval by shareholders of the Company on May 30, 2002. ISOs previously
granted under the Company's 1991 Stock Option Plan and outstanding as of the
effective date of this Plan shall continue to be governed by the terms of the
Option Agreements entered into in connection with such ISOs.

         (e) Paragraph Headings. The paragraph headings are included herein only
for convenience and they shall have no effect on the interpretation of the Plan.


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