HANGER ORTHOPEDIC
GROUP, INC. 



10 1/4% SENIOR NOTES
DUE 2014 



REGISTRATION RIGHTS
AGREEMENT 



May 26, 2006 



Lehman Brothers Inc.

Citigroup Global Markets Inc. 
ABN AMRO Incorporated 
c/o Lehman Brothers Inc. 
745 Seventh
Avenue 
New York, New York 10019 





Ladies and Gentlemen: 



        Hanger
Orthopedic Group, Inc., a Delaware corporation (the
“Company”), proposes to issue and sell (the
“Initial Placement”) to Lehman Brothers Inc. and Citigroup
Global Markets Inc. (the “Initial Purchasers”), upon terms
set forth in a purchase agreement dated as of May 23, 2006 (the “Purchase
Agreement”) among the Company, the subsidiary guarantors named therein
(the “Guarantors”) and the Initial Purchasers, $175,000,000
of its 10 1/4% Senior Notes due 2014 (the “Initial Notes”).
As an inducement to the Initial Purchasers to enter into the Purchase Agreement and
purchase the Initial Notes and in satisfaction of a condition to the Initial
Purchasers’ obligations under the Purchase Agreement, the Company and the Guarantors
agree with each of the Initial Purchasers for the benefit of the holders from time to time
of the Initial Notes (including the Initial Purchasers) (each of the foregoing a
“Holder” and together the
“Holders”), as follows: 



        1.    Definitions.
Capitalized terms used herein without definition shall have           their respective
meanings set forth in the Purchase Agreement. As used in this           Agreement, the
following capitalized defined terms shall have the following           meanings:  




	 	        “Affiliate”
of any specified person means any other person, directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified person. For
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common
control with”), as used with respect to any person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or
policies of such person, whether through the ownership of voting securities, by agreement
or otherwise. 







	 	        “Business
Day” shall have the meaning ascribed to such terms in Rule 14d-1 under
the Exchange Act. 







	 	        “Closing
Date” has the meaning set forth in the Purchase Agreement.  







	 	        “Commission” means
the Securities and Exchange Commission.  







	 	        “Company” has
the meaning set forth in the preamble hereto.  
















	 	        “Damages
Payment Date” means, with respect to the Initial Notes, each date on
which interest is paid in accordance with the Indenture. 







	 	        “Delay
Period” has the meaning set forth in Section 4(i) hereof.  







	 	        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder. 







	 	        “Exchange
Guarantees” means guarantees issued by the Guarantors with respect to
the Exchange Notes, identical in all material respects to the Guarantees issued with
respect to the Initial Notes. 







	 	        “Exchange
Notes” means securities issued by the Company, identical in all
material respects to the Notes to be issued under the Indenture. 







	 	        “Exchange
Offer” means the proposed offer to the Holders to issue and deliver to
such Holders, in exchange for the Initial Notes and the Guarantees, a like aggregate
principal amount of Exchange Notes and the Exchange Guarantees. 







        “Exchange
Offer Consummation Deadline” has the meaning set forth in Section 2(a)
hereof. 



	 	        “Exchange
Offer Effectiveness Deadline” has the meaning set forth in
Section 2(a) hereof.  







	 	        “Exchange
Offer Filing Deadline” has the meaning set forth in Section
2(a) hereof.  







	 	        “Exchange
Offer Registration Period” means the longer of (A) the period
until the expiration of the Exchange Offer and (B) two years after effectiveness of
the Exchange Offer Registration Statement, exclusive of any period during which any stop
order shall be in effect suspending the effectiveness of the Exchange Offer Registration
Statement; provided, however, that in the event that all resales of Exchange
Notes (including, subject to the time periods set forth herein, any resales by Exchanging
Dealers) covered by such Exchange Offer Registration Statement have been made, the
Exchange Offer Registration Statement need not remain continuously effective for the
period set forth in clause (B) above. 







	 	        “Exchange
Offer Registration Statement” means a registration statement of the
Company and the Guarantors on an appropriate form under the Securities Act with respect to
the Exchange Offer, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein. 







	 	        “Exchanging
Dealer” means any Holder (which may include the Initial Purchasers)
that is a broker-dealer, electing to exchange Notes acquired for its own account as a
result of market-making activities or other trading activities for Exchange Notes. 







	 	        “Guarantee”
means the guarantee by any Guarantor of the Company’s obligations under the
Indenture. 








2 









	 	        “Guarantors” has
the meaning set forth in the preamble hereto.  







	 	        “Holder”has
the meaning set forth in the preamble hereto.  







	 	        “Indenture”
means the Indenture, dated as of May 26, 2006, between the Company, the Guarantors and
Wilmington Trust Company, as trustee, pursuant to which the Notes are to be issued, as
such Indenture is amended or supplemented from time to time in accordance with the terms
thereof. 







	 	        “Initial
Notes” has the meaning set forth in the preamble hereto, for so long
as such securities constitute Transfer Restricted Securities. 







	 	        “Initial
Placement” has the meaning set forth in the preamble hereto.  







	 	        “Initial
Purchasers” has the meaning set forth in the preamble hereto.  







	 	        “Losses” has
the meaning set forth in Section 6(d) hereto.  







	 	        “Majority
Holders” means the Holders of a majority of the aggregate principal
amount of Notes registered under a Registration Statement. 







	 	        “Managing
Underwriters” means the investment banker or investment bankers and
manager or managers that shall administer an underwritten offering under a Shelf
Registration Statement. 







	 	        “Notes” means
the Initial Notes and Exchange Notes.  







	 	        “Offering
Memorandum” has the meaning set forth in the Purchase Agreement.  







	 	        “Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A 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 Notes covered by such Registration
Statement, and all amendments and supplements to the Prospectus, including post-effective
amendments. 







	 	        “Purchase
Agreement” has the meaning set forth in the preamble hereto.  







	 	        “Registration
Default” has the meaning set forth in Section 5(b) hereof.  







	 	        “Registration
Statement” means any Exchange Offer Registration Statement or Shelf
Registration Statement pursuant to the provisions of this Agreement, amendments and
supplements to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto, and all material
incorporated by reference therein. 







	 	        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder. 







	 	        “Shelf
Effectiveness Deadline” has the meaning set forth in Section 3(b)
hereof.  








3 









	 	        “Shelf
Filing Deadline” has the meaning set forth in Section 3(a) hereof.  







	 	        “Shelf
Registration” means a registration effected pursuant to Section 3
hereof.  







	 	        “Shelf
Registration Period” has the meaning set forth in Section 3(b)
hereof.  







	 	        “Shelf
Registration Statement” means a “shelf” registration
statement of the Company and the Guarantors pursuant to the provisions of Section 3
hereof, which covers some or all of the Initial Notes or Exchange Notes, as applicable,
and the related Guarantees or Exchange Guarantees on an appropriate form under Rule 415
under the Securities Act, or any similar rule that may be adopted by the Commission,
amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein. 







	 	        “Transfer
Restricted Securities” means each Initial Note until: (i) the date on
which such Initial Note has been exchanged by a Person other than a broker-dealer for an
Exchange Note in the Exchange Offer; (ii) following the exchange by a broker-dealer in the
Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is
sold to a purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration Statement;
(iii) the date on which such Note has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement; or (iv) the date on
which such Note is distributed to the public pursuant to Rule 144 under the Securities
Act. 







	 	        “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended.  







	 	        “Trustee” means
Wilmington Trust Company and any successors thereto.  







	 	        “Underwriter”
means any underwriter of Notes and Guarantees in connection with an offering thereof under
a Shelf Registration Statement. 







        “Underwritten
Registration” or “Underwritten
Offering” means a registration in which the Notes of the Company are
sold to an underwriter for reoffering to the public. 



        2.    
Exchange Offer; Resales of Exchange Notes by Exchanging Dealers; Private
               Exchange.  




	 	        (a)    
               The Company and the Guarantors shall prepare and file with the Commission
the                Exchange Offer Registration Statement with respect to the Exchange
Offer on or                prior to the 90th calendar day after the Closing Date (the
“Exchange                Offer Filing Deadline”). The
Company and the Guarantors                shall use their respective commercially
reasonable efforts (i) to cause the                Exchange Offer Registration Statement
to be declared effective under the                Securities Act on or prior to the 180th
calendar day following the Closing Date                (the “Exchange Offer
Effectiveness Deadline”) and                remain effective until
the closing of the Exchange Offer and (ii) to consummate                the Exchange
Offer on or prior to the 30th Business Day following the date on                which the
Exchange Offer Registration Statement was declared effective by the
               Commission (the “Exchange Offer Consummation
               Deadline”).  








4 









	 	        (b)    
               Upon the effectiveness of the Exchange Offer Registration Statement, the
Company                and the Guarantors shall promptly commence the Exchange Offer, it
being the                objective of such Exchange Offer to enable each Holder electing
to exchange                Initial Notes for Exchange Notes (assuming that such Holder (x) is
not an                “affiliate” of the Company within the meaning of the
Securities Act,                (y) is not a broker-dealer that acquired the Initial
Notes in a transaction                other than as a part of its market-making or other
trading activities and                (z) if such Holder is not a broker-dealer,
acquires the Exchange Notes in                the ordinary course of such Holder’s
business, is not participating in the                distribution of the Exchange Notes
and has no arrangements or understandings                with any person to participate
in the distribution of the Exchange Notes) to                resell such Exchange Notes
from and after their receipt without any limitations                or restrictions under
the Securities Act and without material restrictions under                the securities
laws of a substantial proportion of the several states of the                United
States.  









	 	        (c)    
               In connection with the Exchange Offer, the Company shall mail to each
Holder a                copy of the Prospectus forming part of the Exchange Offer
Registration                Statement, together with an appropriate letter of transmittal
and related                documents, stating, in addition to such other disclosures as
are required by                applicable law:  







	 	        (i)    
               that the Exchange Offer is being made pursuant to this Agreement and that
all                Initial Notes validly tendered will be accepted for exchange;  







	 	        (ii)                   the
dates of acceptance for exchange;  







	 	        (iii)                   that
any Initial Notes not tendered will remain outstanding and continue to
               accrue interest, but will not retain any rights under this Agreement;  







	 	        (iv)                   that
Holders electing to have Initial Notes exchanged pursuant to the Exchange
               Offer will be required to surrender such Initial Notes, together with the
               enclosed letters of transmittal, to the institution and at the address
(located                in the Borough of Manhattan, The City of New York) specified in
the notice prior                to the close of business on the last day of acceptance
for exchange; and  







	 	        (v)    
               that Holders will be entitled to withdraw their election, not later than
the                close of business on the last day of acceptance for exchange, by
sending to the                institution and at the address (located in the Borough of
Manhattan, The City of                New York) specified in the notice a telegram,
telex, facsimile transmission or                letter setting forth the name of such
Holder, the aggregate principal amount of                Initial Notes delivered for
exchange and a statement that such Holder is                withdrawing his election to
have such Initial Notes exchanged; and shall keep                the Exchange Offer open
for acceptance for not less than 20 days (or longer if                required by
applicable law) after the date notice thereof is mailed to the                Holders;
utilize the services of a depositary for the Exchange Offer with an
               address in the Borough of Manhattan, The City of New York; and comply in
all                respects with all applicable laws relating to the Exchange Offer.  







	 	        (d)    
               As soon as practicable after the close of the Exchange Offer, the Company
shall:  








5 









	 	        (i)                   accept
for exchange all Initial Notes duly tendered and not validly withdrawn
               pursuant to the Exchange Offer;  







	 	        (ii)    
               deliver to the Trustee for cancellation all Initial Notes so accepted for
               exchange; and  







	 	        (iii)                   cause
the Trustee promptly to authenticate and deliver to each Holder Exchange
               Notes equal in principal amount to the Initial Notes of such Holder so
accepted                for exchange.  







	 	        (e)                   The
Initial Purchasers, the Company and the Guarantors acknowledge that,
               pursuant to interpretations by the staff of the Commission of Section 5 of
the                Securities Act, and in the absence of an applicable exemption
therefrom, each                Exchanging Dealer is required to deliver a Prospectus in
connection with a sale                of any Exchange Notes received by such Exchanging
Dealer pursuant to the                Exchange Offer in exchange for Initial Notes
acquired for its own account as a                result of market-making activities or
other trading activities. Accordingly, the                Company and the Guarantors
shall:  







	 	        (i)                   include
the information set forth in Annex A hereto on the cover of the Exchange
               Offer Registration Statement, in Annex B hereto in the forepart of the
Exchange                Offer Registration Statement in a section setting forth details
of the Exchange                Offer, in Annex C hereto in the underwriting or plan of
distribution section of                the Prospectus forming a part of the Exchange
Offer Registration Statement, and                in Annex D hereto in the letter of
transmittal delivered pursuant to the                Exchange Offer; and  







	 	        (ii)                   use
their respective commercially reasonable efforts to keep the Exchange Offer
               Registration Statement continuously effective under the Securities Act
during                the Exchange Offer Registration Period for delivery of the
Prospectus included                therein by Exchanging Dealers in connection with sales
of Exchange Notes                received pursuant to the Exchange Offer, as contemplated
by Section 4(h) below; provided, however, that the Company and the
Guarantors shall not                be required to maintain the effectiveness of the
Exchange Offer Registration                Statement for more than 30 days following the
expiration of the Exchange Offer                unless the Company and the Guarantors
have been notified in writing on or prior                to the 30th day following the
expiration of the Exchange Offer by one or more                Exchanging Dealers that
such Holder has received Exchange Notes as to which it                will be required to
deliver a Prospectus upon resale.  







	 	        (f)                   In
the event that an Initial Purchaser determines that it is not eligible to
               participate in the Exchange Offer with respect to the exchange of Initial
Notes                constituting any portion of an unsold allotment, upon the
effectiveness of the                Shelf Registration Statement as contemplated by
Section 3 hereof and at the                request of the Initial Purchasers, the Company
and the Guarantors shall issue                and deliver to the Initial Purchasers, or
to the party purchasing Initial Notes                registered under the Shelf
Registration Statement from the Initial Purchasers,                in exchange for such
Initial Notes, a like principal amount of Exchange Notes.                The Company and
the Guarantors shall use their respective commercially                reasonable efforts
to cause the CUSIP Service Bureau to issue the same CUSIP                number for such
Exchange Notes as for Exchange Notes issued pursuant to the                Exchange
Offer.  







6 










	 	        (g)                   The
Company and the Guarantors shall use their respective commercially
               reasonable efforts to complete the Exchange Offer as provided above and
shall                comply with the applicable requirements of the Securities Act, the
Exchange Act                and other applicable laws and regulations in connection with
the Exchange Offer.                The Exchange Offer shall not be subject to any
conditions, other than that (i)                the Exchange Offer does not violate
applicable law or any applicable                interpretation of the staff of the
Commission, (ii) no action or proceeding                shall have been instituted or
threatened in any court or by any governmental                agency which might
materially impair the ability of the Company or any of the                Guarantors to
proceed with the Exchange Offer, and no material adverse                development shall
have occurred in any existing action or proceeding with                respect to the
Company or any of the Guarantors, and (iii) all governmental                approvals
shall have been obtained, which approvals the Company and the                Guarantors
deem necessary for the expiration of the Exchange Offer. The Company                and
the Guarantors shall inform the Initial Purchasers, upon their request, of
               the names and addresses of the Holders to whom the Exchange Offer is made,
and                the Initial Purchasers shall have the right, subject to applicable
law, to                contact such Holders and otherwise facilitate the tender of
Initial Notes in the                Exchange Offer.  







	 	        (h)                   As
a condition to its participation in the Exchange Offer pursuant to the terms
               of this Agreement, each Holder of Transfer Restricted Securities shall
furnish,                upon the request of the Company and the Guarantors, prior to the
expiration                thereof, a written representation to the Company and the
Guarantors (which may                be contained in the letter of transmittal
contemplated by the Exchange Offer                Registration Statement) to the effect
that (A) it is not an Affiliate of the                Company or any of the Guarantors,
(B) it is not engaged in, and does not intend                to engage in, and has no
arrangement or understanding with any person to                participate in, a
distribution of the Exchange Notes to be issued in the                Exchange Offer and
(C) it is acquiring the Exchange Notes in its ordinary course                of business.
In addition, all such Holders of Transfer Restricted Securities                shall
otherwise cooperate in the Company’s and the Guarantors’               preparations
for the Exchange Offer. Each Holder hereby acknowledges and agrees                that
any broker-dealer and any such Holder using the Exchange Offer to
               participate in a distribution of the securities to be acquired in the
Exchange                Offer (1) could not under Commission policy as in effect on the
date of this                Agreement rely on the position of the Commission enunciated
in Morgan Stanley                and Co., Inc. (available June 5, 1991) and Exxon
Capital Holdings                Corporation (available May 13, 1988), as interpreted
in the                Commission’s letter to Shearman & Sterling dated July 2,
1993, and                similar no-action letters, and (2) must comply with the
registration and                prospectus delivery requirements of the Securities Act in
connection with a                secondary resale transaction and that such a secondary
resale transaction should                be covered by an effective registration
statement containing the selling                security holder information required by
Item 507 or 508, as applicable, of                Regulation S-K if the resales are of
Exchange Notes obtained by such Holder in                exchange for Initial Notes
acquired by such Holder directly from the Company and                the Guarantors.  







        3.    Shelf
Registration. If (i) the Company and the Guarantors are not
               required to file the Exchange Offer Registration Statement, (ii) because
of any                change in law or applicable interpretations thereof by the
Commission’s                staff, the Company and the Guarantors determine upon
advice of their outside                counsel that they are not permitted to effect the
Exchange Offer as contemplated                by Section 2 hereof or (iii) any
Holder of Transfer Restricted Securities                notifies the Company and the
Guarantors prior to the 20th day following the                expiration of the Exchange
Offer that: (A) such Holder is prohibited by                applicable law or Commission
policy from participating in the Exchange Offer,                (B) such Holder may not
resell the Exchange Notes acquired by it in the Exchange                Offer to the
public without delivering a Prospectus and that the Prospectus                contained
in the Exchange Offer Registration Statement is not appropriate or
               available for such resales by such Holder or (C) such Holder is an
Exchanging                Dealer and holds Initial Notes acquired directly from the
Company and the                Guarantors or one of their Affiliates (it being understood
that, for purposes of                this Section 3, (x) the requirement that the
Initial Purchasers deliver a                Prospectus containing the information
required by Items 507 and/or 508 of                Regulation S-K under the Securities
Act in connection with sales of Exchange                Notes acquired in exchange for
such Initial Notes shall result in such Exchange                Notes being not “freely
tradeable” and (y) the requirement that                an Exchanging Dealer
deliver a Prospectus in connection with sales of Exchange                Notes acquired
in the Exchange Offer in exchange for Initial Notes acquired as a                result
of market-making activities or other trading activities shall not result
               in such Exchange Notes being not “freely tradeable”), the
following                provisions shall apply:  




7 










	 	        (a)                   The
Company and the Guarantors shall prepare and file with the Commission, on or
               prior to the 30th calendar day after such filing obligation arises (the
               “Shelf Filing Deadline”), a Shelf
Registration                Statement relating to the offer and sale of the Initial Notes
and Guarantees or                the Exchange Notes and Exchange Guarantees, as
applicable, by the Holders from                time to time in accordance with the
methods of distribution elected by such                Holders and set forth in such
Shelf Registration Statement and Rule 415 under                the Securities Act; provided that,
with respect to Exchange Notes and                Exchange Guarantees received by the
Initial Purchasers in exchange for Initial                Notes and the Guarantees
constituting any portion of an unsold allotment, the                Company and the
Guarantors may, if permitted by current interpretations by the                Commission’s
staff, file a post-effective amendment to the Exchange Offer                Registration
Statement containing the information required by Regulation S-K                Items 507
and/or 508, as applicable, in satisfaction of their obligations under                this
paragraph (a) with respect thereto, and any such Exchange Offer
               Registration Statement, as so amended, shall be referred to herein as, and
               governed by the provisions herein applicable to, a Shelf Registration
Statement.  







	 	        (b)                   The
Company and the Guarantors shall use their respective commercially
               reasonable efforts to cause the Shelf Registration Statement to be
declared                effective under the Securities Act on or prior to the 90th
calendar day after                the Shelf Registration Statement is required to be
filed under this Section 3                (the “Shelf Effectiveness Deadline”)
and to keep                such Shelf Registration Statement continuously effective in
order to permit the                Prospectus contained therein to be usable by Holders
until the earliest of (i)                two years after the original issue date of the
Notes covered thereby; provided that this clause (i) shall not be considered in
determining the                time until which the Shelf Registration Statement remains
effective for any                Holder that is an Affiliate of the Investors (as defined
in the Indentures),                (ii) such time as all of the Notes have been sold
thereunder or (iii) the date                upon which all Notes covered by such Shelf
Registration Statement become                eligible for resale, without regard to
volume, manner of sale or other                restrictions contained in Rule 144(k) (in
any such case, such period being                called the “Shelf Registration
               Period”). The Company and the Guarantors shall be
deemed not                to have used their respective commercially reasonable efforts
to keep the Shelf                Registration Statement effective during the requisite
period if the Company or                any of the Guarantors voluntarily takes any
action that would result in Holders                of Notes covered thereby not being
able to offer and sell such Notes during that                period, unless (i) such
action is required by applicable law, (ii) the                Company and the
Guarantors comply with this Agreement or (iii) such action                is taken
by the Company or any of the Guarantors in good faith and for valid
               business reasons (not including avoidance of the Company’s and the
               Guarantors’ obligations hereunder), including the acquisition or
               divestiture of assets, so long as the Company and the Guarantors promptly
               thereafter comply with the requirements of Section 4(m) hereof, if
applicable.  







8 










        4.    Registration
Procedures. In connection with any Exchange Offer                Registration
Statement and any Shelf Registration Statement, the following                provisions
shall apply:  




	 	        (a)                   The
Company and the Guarantors shall, within a reasonable time prior to the
               filing of any Registration Statement, any Prospectus, any amendment to a
               Registration Statement or amendment or supplement to a Prospectus or any
               document which is to be incorporated by reference into a Registration
Statement                or a Prospectus after initial filing of a Registration
Statement, provide copies                of such document to the Initial Purchasers and
their counsel (and, in the case                of a Shelf Registration Statement, the
Majority Holders and their counsel, upon                their request) and make such
representatives of the Company and the Guarantors                as shall be reasonably
requested by the Initial Purchasers or their counsel                (and, in the case of
a Shelf Registration Statement, the Majority Holders or                their counsel)
available for discussion of such document, and shall not at any                time file
or make any amendment to the Registration Statement, any Prospectus or                any
amendment of or supplement to a Registration Statement or a Prospectus or
               any document which is to be incorporated by reference into a Registration
               Statement or a Prospectus, of which the Initial Purchasers and their
counsel                (and, in the case of a Shelf Registration Statement, the Majority
Holders and                their counsel) shall not have previously been advised and
furnished a copy or to                which the Initial Purchasers or their counsel (and,
in the case of a Shelf                Registration Statement, the Majority Holders or
their counsel) shall object,                except for any amendment or supplement or
document (a copy of which has been                previously furnished to the Initial
Purchasers and their counsel (and, in the                case of a Shelf Registration
Statement, the Majority Holders and their counsel,                upon their request))
which counsel to the Company and the Guarantors shall                advise the Company
and the Guarantors, in the form of a written opinion, is                required in order
to comply with applicable law; the Initial Purchasers agree                that if they
receive timely notice and drafts under this clause (a), they will                not take
actions or make objections pursuant to this clause (a) such that the
               Company and the Guarantors are unable to comply with its obligations under
               Section 2.  







	 	        (b)                   The
Company and the Guarantors shall ensure that:  







	 	        (i)                   any
Registration Statement and any amendment thereto and any Prospectus
               contained therein and any amendment or supplement thereto complies in all
               material respects with the Securities Act and the rules and regulations
               thereunder;  







	 	        (ii)                   any
Registration Statement and any amendment thereto does not, when it becomes
               effective, contain an untrue statement of a material fact or omit to state
a                material fact required to be stated therein or necessary to make the
statements                therein not misleading; and  







	 	        (iii)                   any
Prospectus forming part of any Registration Statement, including any
               amendment or supplement to such Prospectus, does not include an untrue
statement                of a material fact or omit to state a material fact necessary in
order to make                the statements therein, in light of the circumstances under
which they were                made, not misleading.  








9 









	 	        (c)                   (1)
The Company and the Guarantors shall advise the Initial Purchasers and, in
               the case of a Shelf Registration Statement, the Holders of Initial Notes
covered                thereby, and, if requested by the Initial Purchasers or any such
Holder, confirm                such advice in writing:  







	 	        (i)                   when
a Registration Statement and any amendment thereto has been filed with the
               Commission and when the Registration Statement or any post-effective
amendment                thereto has become effective; and  







	 	        (ii)                   of
any request by the Commission for amendments or supplements to the
               Registration Statement or the Prospectus included therein or for
additional                information.  







	 	        (2)                   During
the Shelf Registration Period or the Exchange Offer Registration Period,
               as applicable, the Company and the Guarantors shall advise the Initial
               Purchasers and, in the case of a Shelf Registration Statement, the Holders
of                Initial Notes or Exchange Notes covered thereby, and, in the case of an
Exchange                Offer Registration Statement, any Exchanging Dealer that has
provided in writing                to the Company and the Guarantors a telephone or
facsimile number and address                for notices, and, if requested by the Initial
Purchasers or any such Holder or                Exchanging Dealer, confirm such advice in
writing:  







	 	        (i)                of
the issuance by the Commission of any stop order suspending the effectiveness
               of the Registration Statement or the initiation of any proceedings for
that                purpose;  







	 	        (ii)                   of
the receipt by the Company and the Guarantors of any notification with
               respect to the suspension of the qualification of the Initial Notes or
Exchange                Notes included therein for sale in any jurisdiction or the
initiation or                threatening of any proceeding for such purpose; and  







	 	        (iii)                    of
the happening of any event that requires the making of any changes in the
               Registration Statement or the Prospectus so that, as of such date, the
               Registration Statement or the Prospectus does not include an untrue
statement of                a material fact or omit to state a material fact necessary to
make the                statements therein (in the case of the Prospectus, in light of
the circumstances                under which they were made) not misleading (which advice
shall be accompanied by                an instruction to suspend the use of the
Prospectus until the requisite changes                have been made).  







	 	        (d)              The
Company and the Guarantors shall use their respective commercially           reasonable
efforts to obtain the withdrawal of any order suspending the           effectiveness of
any Registration Statement at the earliest possible time.  







	 	        (e)                   The
Company and the Guarantors shall furnish to each Holder of Notes covered by
               any Shelf Registration Statement that so requests, without charge, at
least one                copy of such Shelf Registration Statement and any post-effective
amendment                thereto, including financial statements and schedules, and, if
the Holder so                requests in writing, all exhibits thereto.  








10   









	 	        (f)                   The
Company and the Guarantors shall, during the Shelf Registration Period,
               deliver to each Holder of Notes covered by any Shelf Registration
Statement,                without charge, as many copies of the Prospectus (including
each preliminary                Prospectus) included in such Shelf Registration Statement
and any amendment or                supplement thereto as such Holder may reasonably
request; and the Company and                the Guarantors consent to the use of the
Prospectus or any amendment or                supplement thereto by each of the selling
Holders of Notes in connection with                the offering and sale of the Notes
covered by the Prospectus or any amendment or                supplement thereto.  







	 	        (g)                   The
Company and the Guarantors shall furnish to each Exchanging Dealer that so
               requests, without charge, at least one copy of the Exchange Offer
Registration                Statement and any post-effective amendment thereto, including
financial                statements and schedules, any documents incorporated by
reference therein and,                if the Exchanging Dealer so requests in writing,
all exhibits thereto.  







	 	        (h)                   The
Company and the Guarantors shall, during the Exchange Offer Registration
               Period, promptly deliver to each Exchanging Dealer, without charge, as
many                copies of the Prospectus included in such Exchange Offer Registration
Statement                and any amendment or supplement thereto as such Exchanging
Dealer may reasonably                request for delivery by such Exchanging Dealer in
connection with a sale of                Exchange Notes received by it pursuant to the
Exchange Offer; and the Company                and the Guarantors consent to the use of
the Prospectus or any amendment or                supplement thereto by any such
Exchanging Dealer, as provided in Section 2(e)                above.  







	 	        (i)                   Each
Holder of Notes and each Exchange Dealer agrees by its acquisition of such
               Notes by a Holder or Exchange Notes to be sold by such Exchange Dealer, as
the                case may be, that upon actual receipt of any notice from the Company
(x) of the                happening of any event of the kind described in paragraph
(c)(2)(i), (c)(2)(ii),                or (c)(2)(iii) of this Section 4, or (y) that the
Board of Directors of the                Company has resolved that the Company has a bona
fide business purpose for doing                so, then the Company may delay the filing
or the effectiveness of the Exchange                Offer Registration Statement or the
Shelf Registration Statement (if not then                filed or effective, as
applicable) and shall not be required to maintain the                effectiveness
thereof or amend or supplement the Exchange Offer Registration                Statement
or the Shelf Registration Statement, in all cases, for a period (a                “Delay
Period”) expiring upon the earlier to                occur of (i) in
the case of the immediately preceding clause (x), such                Holder’s or
Exchange Dealer’s receipt of the copies of the                supplemented or
amended Prospectus contemplated by Section 4(m) hereof, or until                it is
advised in writing by the Company that the use of the applicable
               Prospectus may be resumed, and has received copies of any amendments or
               supplements thereto, or (ii) in the case of the immediately preceding
clause                (y), the date which is the earlier of (A) the date on which such
business                purpose ceases to interfere with the Company’s obligations
to file or                maintain the effectiveness of any such Registration Statement
pursuant to this                Agreement or (B) 60 days after the Company notifies the
Holders of such good                faith determination. There shall not be more than 60
days of Delay Periods                during any 12-month period. Each of the Exchange
Offer Registration Period or                the Shelf Registration Period, if applicable,
shall be extended by the number of                days during any Delay Period. Any Delay
Period will not alter the obligations of                the Company and the Guarantors to
pay Additional Interest under the                circumstances set forth in Section 6
hereof.  








11 









	 	        (j)                   Prior
to the Exchange Offer or any other offering of Initial Notes or Exchange
               Notes pursuant to any Registration Statement, the Company and the
Guarantors                shall register or qualify or cooperate with the Holders of
Notes included                therein and their respective counsel in connection with the
registration or                qualification of such Initial Notes or Exchange Notes for
offer and sale under                the securities or blue sky laws of such states as any
such Holders reasonably                request in writing and do any and all other acts
or things necessary or                advisable to enable the offer and sale in such
states of the Notes covered by                such Registration Statement; provided,
however, that none of the                Company or any of the Guarantors will be
required to qualify as a foreign                corporation or as a dealer in securities
in any jurisdiction in which it is not                then so qualified, to file any
general consent to service of process or to take                any action that would
subject it to general service of process in any such                jurisdiction where it
is not then so subject or to subject itself to taxation in                respect of
doing business in any jurisdiction in which it is not otherwise so
               subject.  







	 	        (k)                   The
Company and the Guarantors shall issue, upon the request of any Holder of
               Initial Notes covered by the Shelf Registration Statement, Exchange Notes,
               having an aggregate principal amount equal to the aggregate principal
amount of                Initial Notes surrendered to the Company and the Guarantors by
such Holder in                exchange therefor or being sold by such Holder; such
Exchange Notes to be                registered in the name of such Holder or in the name
of the purchaser(s) of such                Exchange Notes, as the case may be; in return,
the Initial Notes held by such                Holder shall be surrendered to the Company
for cancellation.  







	 	        (l)                   The
Company and the Guarantors shall cooperate with the Holders to facilitate
               the timely preparation and delivery of certificates representing Initial
Notes                or Exchange Notes to be sold pursuant to any Registration Statement
free of any                restrictive legends and in denominations of $1,000 or an
integral multiple                thereof and registered in such names as Holders may
request prior to sales of                Initial Notes or Exchange Notes pursuant to such
Registration Statement.  







	 	        (m)                   Upon
the occurrence of any event contemplated by paragraph (c)(2)(iii) of this
               Section 4, the Company and the Guarantors shall promptly prepare and file
a                post-effective amendment to any Registration Statement or an amendment
or                supplement to the related Prospectus or any other required document so
that, as                thereafter delivered to purchasers of the Initial Notes or
Exchange Notes                included therein, the Prospectus will not include an untrue
statement of a                material fact or omit to state any material fact necessary
to make the                statements therein, in light of the circumstances under which
they were made,                not misleading and, in the case of a Shelf Registration
Statement, notify the                Holders to suspend use of the Prospectus as promptly
as practicable after the                occurrence of such an event. Notwithstanding the
foregoing, the Company and the                Guarantors shall not be required to amend
or supplement a Shelf Registration                Statement, any related Prospectus or
any document incorporated therein by                reference, for a period not to exceed
an aggregate of 30 days in any calendar                year, if the Company determines in
its good faith judgment that the disclosure                of such event at such time
would have a material adverse effect on the business,                operations, or
prospects of the Company and the Guarantors or the disclosure                otherwise
related to a pending material business transaction that has not yet                been
publicly disclosed.  







	 	        (n)                   Not
later than the effective date of any such Registration Statement hereunder,
               the Company and the Guarantors shall provide a CUSIP number for the
Initial                Notes or Exchange Notes, as the case may be, registered under such
Registration                Statement, and provide the Trustee with certificates for such
Initial Notes or                Exchange Notes, in a form eligible for deposit with The
Depository Trust                Company.  








12 









	 	        (o)                   The
Company and the Guarantors shall use their respective commercially
               reasonable efforts to comply with all applicable rules and regulations of
the                Commission and shall make generally available to its security holders
as soon as                practicable after the effective date of the applicable
Registration Statement an                earnings statement meeting the requirements of
Rule 158 under the Securities                Act.  







	 	        (p)                   The
Company and the Guarantors shall cause the Indenture to be qualified under
               the Trust Indenture Act not later than the effective date of the first
               Registration Statement required by this Agreement, and, in connection
therewith,                cooperate with the Trustee and the Holders of Initial Notes or
Exchange Notes to                effect such changes to the Indenture as may be required
for such Indenture to be                so qualified in accordance with the terms of the
Trust Indenture Act; and to                execute, and use its commercially reasonable
efforts to cause the Trustee to                execute, all documents that may be
required to effect such changes and all other                forms and documents required
to be filed with the Commission to enable such                Indenture to be so
qualified in a timely manner.  







	 	        (q)                   The
Company and the Guarantors may require each Holder of Initial Notes to be
               sold pursuant to any Shelf Registration Statement to furnish to the
Company and                the Guarantors such information regarding the Holder and the
distribution of                such Initial Notes as the Company and the Guarantors may
from time to time                reasonably require for inclusion in such Registration
Statement.  







	 	        (r)                   The
Company and the Guarantors shall, if requested, promptly incorporate in a
               Prospectus supplement or post-effective amendment to a Shelf Registration
               Statement, such information as the Managing Underwriters, if any, and
Majority                Holders reasonably agree should be included therein, and shall
make all required                filings of such Prospectus supplement or post-effective
amendment promptly upon                notification of the matters to be incorporated in
such Prospectus supplement or                post-effective amendment.  







	 	        (s)                   In
the case of any Shelf Registration Statement, the Company and the Guarantors
               shall enter into such agreements (including underwriting agreements) and
take                all other appropriate actions in order to expedite or to facilitate
the                registration or the disposition of any Initial Notes included therein,
and in                connection therewith, if an underwriting agreement is entered into,
cause the                same to contain indemnification provisions and procedures no
less favorable than                those set forth in Section 6 (or such other provisions
and procedures acceptable                to the Majority Holders and the Managing
Underwriters, if any) with respect to                all parties to be indemnified
pursuant to Section 6.  







	 	        (t)                   In
the case of any Shelf Registration Statement, the Company and the Guarantors
               shall:  







	 	        (i)                   make
reasonably available for inspection by the Holders of Notes to be
               registered thereunder, any underwriter participating in any disposition
pursuant                to such Shelf Registration Statement, and any attorney,
accountant or other                agent retained by the Holders or any such underwriter
all relevant financial and                other records, pertinent corporate documents
and properties of the Company and                any of its subsidiaries;  








13 









	 	        (ii)                   cause
the Company’s officers, directors and employees to supply all
               relevant information reasonably requested by the Holders or any such
               underwriter, attorney, accountant or agent in connection with any such
               Registration Statement as is customary for similar due diligence
examinations                and make such representatives of the Company as shall be
reasonably requested by                the Initial Purchasers or Managing Underwriters,
if any, available for                discussion of any such Registration Statement; provided,
however,                that any non-public information that is designated in
writing by the Company, in                good faith, as confidential at the time of
delivery of such information shall be                kept confidential by the Holders or
any such underwriter, attorney, accountant                or agent, unless such
disclosure is made in connection with a court proceeding                or required by
law, or such information becomes available to the public                generally or
through a third party without an accompanying obligation of
               confidentiality other than as a result of a disclosure of such information
by                any such Holder, underwriter, attorney, accountant or agent;  







	 	        (iii)                   make
such representations and warranties to the Holders of Notes registered
               thereunder and the underwriters, if any, in form, substance and scope as
are                customarily made by issuers to underwriters in similar underwritten
offerings as                may be reasonably requested by them;  







	 	        (iv)                   obtain
opinions of counsel to the Company and the Guarantors and updates thereof
               (which counsel and opinions (in form, scope and substance) shall be
reasonably                satisfactory to the Managing Underwriters, if any) addressed to
each selling                Holder and the underwriters, if any, covering such matters as
are customarily                covered in opinions requested in similar underwritten
offerings and such other                matters as may be reasonably requested by such
Holders and underwriters;  







	 	        (v)                   obtain
“cold comfort” letters and updates thereof from the independent
               certified public accountants of the Company (and, if necessary, any other
               independent certified public accountants of any subsidiary of the Company
or of                any business acquired by the Company for which financial statements
and                financial data are, or are required to be, included in the
Registration                Statement), addressed to the underwriters, if any, and use
reasonable efforts to                have such letter addressed to the selling Holders of
Notes registered thereunder                (to the extent consistent with Statement on
Auditing Standards No. 72                (“SAS 72”) of the
American Institute of Certified                Public Accountants (AICPA)), in customary
form and covering matters of the type                customarily covered in “cold
comfort” letters in connection with                similar underwritten offerings,
or if the provision of such “cold                comfort” letters is not
permitted by SAS 72 or if requested by the Initial                Purchasers or their
counsel in lieu of a “cold comfort” letter, an                agreed-upon
procedures letter under Statement on Auditing Standards No. 75 of                the
AICPA, covering matters requested by the Initial Purchasers or their
               counsel; and  







	 	        (vi)                   deliver
such documents and certificates as may be reasonably requested by the
               Majority Holders and the Managing Underwriters, if any, and customarily
               delivered in similar offerings, including those to evidence compliance
with                Section 4(m) and with any conditions contained in the underwriting
agreement or                other agreement entered into by the Company and the
Guarantors.  








14 









	 	        The
foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(t)
shall be performed at (A) the effectiveness of such Shelf Registration Statement and each
post-effective amendment thereto and (B) each closing under any underwriting or similar
agreement as and to the extent required thereunder. 







	 	        (u)                   The
Company and the Guarantors shall, in the case of a Shelf Registration, use
               its commercially reasonable efforts to cause all Notes to be listed on any
               securities exchange or any automated quotation system on which similar
               securities issued by the Company and the Guarantors are then listed if
requested                by the Majority Holders, to the extent such Notes satisfy
applicable listing                requirements.  







        5.    Registration
Expenses; Remedies.  




	 	        (a)                   The
Company and the Guarantors shall bear all expenses incurred in connection
               with the performance of their obligations under Sections 2, 3 and 4
hereof,                including without limitation: (i) all Commission, stock
exchange or                National Association of Securities Dealers, Inc. registration
and filing fees,                (ii) all fees and expenses incurred in connection
with compliance with                state securities or blue sky laws (including
reasonable fees and disbursements                of counsel for any underwriters or
Holders in connection with blue sky                qualification of any of the Initial
Notes and Guarantees or Exchange Notes and                Exchange Guarantees), (iii) all
expenses of any persons in preparing or                assisting in preparing, word
processing, printing and distributing any                Registration Statement, any
Prospectus, any amendments or supplements thereto,                any underwriting
agreements, securities sales agreements and other documents                relating to
the performance of and compliance with this Agreement, (iv) the                fees
and disbursements of the Trustee and its counsel, (v) the fees and
               disbursements of counsel for the Company and the Guarantors and, in the
case of                a Shelf Registration Statement, the fees and disbursements of one
counsel for                the Holders (which counsel shall be selected by the Majority
Holders and which                counsel may also be counsel for the Initial Purchasers)
and, in the case of an                Exchange Offer Registration Statement, the fees and
expenses of counsel to the                Initial Purchasers acting in connection
therewith and (vii) the fees and                disbursements of the independent
public accountants of the Company, including                the expenses of any special
audits or “cold comfort” letters required                by or incident to such
performance and compliance, but excluding fees and                expenses of counsel to
the underwriters or the Holders (other than fees and                expenses set forth in
clauses (ii) and (v) above) and underwriting discounts and                commissions and
transfer taxes, if any, relating to the sale or disposition of                Notes by a
Holder.  







	 	        (b)                   If
any of the following occurs:  







	 	        (i)                   the
Company and the Guarantors fail to file the Exchange Offer Registration
               Statement on or prior to the Exchange Offer Filing Deadline or the Shelf
               Registration Statement on or prior to the Shelf Filing Deadline, as the
case may                be, or, if that day is not a Business Day, then the next day that
is a Business                Day;  







	 	        (ii)                   the
Exchange Offer Registration Statement or the Shelf Registration Statement,
               as the case may be, is not declared effective by the Commission on or
prior to                the Exchange Offer Effectiveness Deadline or the Shelf
Effectiveness Deadline,                respectively, or, if that day is not a Business
Day, then the next day that is a                Business Day;  








15 









	 	        (iii)                   the
Company and the Guarantors fail to consummate the Exchange Offer by the
               Exchange Offer Consummation Deadline; or  







	 	        (iv)                   the
Exchange Offer Registration Statement or the Shelf Registration Statement,
               as the case may be, is declared effective but thereafter ceases to be
effective                or usable in connection with resales of Transfer Restricted
Securities during                the periods specified in this Agreement (each such event
referred to in clauses                (i) through (iv) above, a “Registration
               Default”),  







	 	
then
the Company and the Guarantors will pay additional interest (“Additional
Interest”) to each Holder of Notes, with respect to the first 90-day
period immediately following the occurrence of the first Registration Default in an amount
equal to $0.05 per week per $1,000 principal amount of Notes held by such Holder. The
amount of the Additional Interest will increase by an additional $0.05 per week per $1,000
principal amount of Notes with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Additional Interest for
all Registration Defaults of $0.50 per $1,000 principal amount of Notes. 






	 	        (c)              The
Company and the Guarantors shall pay all accrued Additional Interest on each
          Damages Payment Date to the Global Note Holder by wire transfer of immediately
          available funds or by federal funds check and to Holders of Certificated Notes
          by wire transfer to the accounts specified by them or by mailing checks to
their           registered addresses if no such accounts have been specified.  







	 	        (d)                   Following
the cure of all Registration Defaults, the accrual of Additional                Interest
will cease.  







	 	        (e)                   Without
limiting the remedies available to the Initial Purchasers and the                Holders,
the Company and the Guarantors acknowledge that any failure by them to
               comply with their obligations under Sections 2 and 3 hereof may
result in                material irreparable injury to the Initial Purchasers or the
Holders for which                there is no adequate remedy at law, that it will not be
possible to measure                damages for such injuries precisely and that, in the
event of any such failure,                the Initial Purchasers or any Holder may obtain
such relief as may be required                to specifically enforce the Company’s
and the Guarantors’ obligations                under Sections 2 and 3 hereof.  







	 	        (f)                    Upon
the occurrence of a Registration Default, the Company shall promptly notify
               the Trustee in writing of the occurrence thereof and, prior to the
relevant                Damages Payment Date, shall notify the Trustee in writing of the
Additional                Interest that shall be due and payable on the Notes.  







        6.    Indemnification
and Contribution.  





16 









	 	        (a)              In
connection with any Registration Statement, the Company and the Guarantors
          agree to indemnify and hold harmless each Holder of Notes covered thereby
          (including the Initial Purchasers, the Market Maker and, with respect to any
          Prospectus delivery as contemplated by Sections 2(e) and 4(h) hereof, each
          Exchanging Dealer) the directors, officers, employees and Affiliates of such
          Holder and each person who controls such Holder within the meaning of either
the           Securities Act or the Exchange Act, against any and all losses, claims,
damages           or liabilities, joint or several, to which they or any of them may
become           subject under the Securities Act, the Exchange Act or other U.S. federal
or           state statutory law or regulation, at common law or otherwise, insofar as
such           losses, claims, damages or liabilities (or actions in respect thereof)
arise out           of or are based upon any untrue statement or alleged untrue statement
of a           material fact contained in such Registration Statement as originally filed
or in           any amendment thereof, or in any preliminary Prospectus or Prospectus, or
in any           amendment thereof or supplement thereto, or arise out of or are based
upon the           omission or alleged omission to state therein a material fact required
to be           stated therein or necessary to make the statements therein (in the case
of any           Prospectus, in light of the circumstances under which they were made)
not           misleading, and agrees to reimburse each such indemnified party, as
incurred,           for any legal or other expenses reasonably incurred by them in
connection with           investigating or defending any such loss, claim, damage or
liability (or action           in respect thereof); provided, however, that
the Company and the           Guarantors will not be liable in any case to the extent
that any such loss,           claim, damage or liability arises out of or is based upon
any such untrue           statement or alleged untrue statement or omission or alleged
omission made           therein in reliance upon and in conformity with written
information furnished to           the Company and the Guarantors by or on behalf of any
such indemnified party           specifically for inclusion therein; provided further,
however, that the Company and the Guarantors will not be liable in any
          case with respect to any untrue statement or omission or alleged untrue
          statement or omission made in any preliminary Prospectus or Prospectus, or in
          any amendment thereof or supplement thereto to the extent that any such loss,
          claim, damage or liability (or action in respect thereof) resulted from the
fact           that any indemnified party sold Notes to a person to whom there was not
sent or           given, at or prior to the written confirmation of such sale, a copy of
the           Prospectus as then amended or supplemented, if the Company and the
Guarantors           had previously complied with the provisions of Section 4(c)(2) and
4(f) or 4(h)           hereof and if the untrue statement contained in or omission from
such           preliminary Prospectus or Prospectus was corrected in the Prospectus as
then           amended or supplemented. This indemnity agreement will be in addition to
any           liability that the Company and the Guarantors may otherwise have.  










	 	        The
Company and the Guarantors also agree to indemnify or contribute to Losses of, as provided
in Section 6(d) hereof, any underwriters of Notes registered under a Shelf Registration
Statement, their employees, officers, directors and Affiliates and each person who
controls such underwriters on the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested
by any Holder, enter into an underwriting agreement reflecting such agreement, as provided
in Section 4(s) hereof. 







	 	        (b)              Each
Holder of Notes covered by a Registration Statement (including the Initial
          Purchasers and, with respect to any Prospectus delivery as contemplated by
          Sections 2(e) and 4(h) hereof, each Exchanging Dealer) severally agrees to
          indemnify and hold harmless (i) the Company and the Guarantors,
          (ii) each of the directors of the Company or any of the Guarantors,
          (iii) each of the officers of the Company or any of the Guarantors who
          signs such Registration Statement and (iv) each Person who controls the
          Company or any of the Guarantors within the meaning of either the Securities
Act           or the Exchange Act to the same extent as the foregoing indemnity from the
          Company and the Guarantors to each such Holder, but only with respect to
written           information furnished to the Company and the Guarantors by or on behalf
of such           Holder specifically for inclusion in the documents referred to in the
foregoing           indemnity. This indemnity agreement will be in addition to any
liability that           any such Holder may otherwise have.  








17 









	 	        (c)              Promptly
after receipt by an indemnified party under this Section 6 of           notice of
any claim or the commencement of any action, such indemnified party           will, if a
claim in respect thereof is to be made against the indemnifying party           under
this Section 6, notify the indemnifying party in writing of the claim or
          commencement of that action; but the failure so to notify the indemnifying
party           (i) will not relieve the indemnifying party from liability under
paragraph           (a) or (b) above unless and to the extent it has been materially
prejudiced by           such failure and (ii) will not, in any event, relieve the
indemnifying           party from any obligations to any indemnified party other than the
          indemnification obligation provided in paragraph (a) or (b) above. The
          indemnifying party shall be entitled to appoint counsel (including local
          counsel) of the indemnifying party’s choice at the indemnifying
          party’s expense to represent the indemnified party in any action for which
          indemnification is sought (in which case the indemnifying party shall not
          thereafter be responsible for the fees and expenses of any separate counsel
          retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be reasonably           satisfactory to the
indemnified party. After notice from the indemnifying party           to the indemnified
party of its election to assume the defense of such claim or           action, the
indemnifying party shall not be liable to the indemnified party           under this
Section 6 for any legal or other expenses subsequently incurred by           the
indemnified party in connection with the defense thereof other than           reasonable
costs of investigation; provided, however, that any           indemnified
party shall have the right to employ separate counsel in any such           action and to
participate in the defense thereof, but the fees and expenses of           such counsel
shall be at the expense of the indemnified party unless (i) the           employment of
such counsel has been specifically authorized by the indemnifying           party in
writing, or (ii) such indemnified party shall have been advised by such           counsel
that there may one or more legal defenses available to it that are           different
from or additional to those available to the indemnifying party and in           the
reasonable judgment of such counsel it is advisable for such indemnified           party
to employ separate counsel or (iii) the indemnifying party has failed to           assume
the defense of such action and employ counsel reasonably satisfactory to           the
indemnified 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. It is understood that the indemnifying party
          shall not, in connection with any proceeding or related proceedings in the same
          jurisdiction arising out of the same general allegations or circumstances, be
          liable for the reasonable fees and expenses of more than one separate firm (in
          addition to any local counsel) at any time for all such indemnified parties and
          that all such fees and expenses shall be reimbursed as they are incurred. An
          indemnifying party will not, (i) without the prior written consent of the
          indemnified parties (which consent shall not be unnecessarily withheld) settle
          or compromise or consent to the entry of any judgment with respect to any
          pending or threatened claim, action, suit or proceeding in respect of which
          indemnification or contribution may be sought hereunder (whether or not the
          indemnified parties are actual or potential parties to such claim or action)
          unless such settlement, compromise or consent includes an unconditional release
          of each indemnified party from all liability arising out of such claim, action,
          suit or proceeding or (ii) be liable for any settlement of any such action
          effected without its written consent (which consent shall not be unreasonably
          withheld), but if settled with the consent of the indemnifying party or if
there           be a final judgment of the plaintiff in any such action, the indemnifying
party           agrees to indemnify and hold harmless any indemnified party from and
against any           loss or liability by reason of such settlement or judgment.  








18 









	 	        (d)              In
the event that the indemnity provided in paragraph (a) or (b) of this Section           6
is unavailable to or insufficient to hold harmless an indemnified party for           any
reason, then each applicable indemnifying party, in lieu of indemnifying           such
indemnified party, shall have a joint and several obligation to contribute           to
the aggregate losses, claims, damages and liabilities (including legal or           other
expenses reasonably incurred in connection with investigating or defending           the
same) (collectively “Losses”) to which such
          indemnified party may be subject in such proportion as is appropriate to
reflect           the relative benefits received by such indemnifying party, on the one
hand, and           such indemnified party, on the other hand, from the Initial Placement
and the           Registration Statement that resulted in such Losses; provided,
however, that in no case shall the Initial Purchasers or any subsequent
          Holder of any Note be responsible, in the aggregate, for any amount in excess
of           the purchase discount or commission applicable to such Note, or in the case
of           an Exchange Note, applicable to the Initial Note that was exchangeable into
such           Exchange Note, as set forth on the cover page of the Offering Memorandum,
nor           shall any underwriter be responsible for any amount in excess of the
          underwriting discount or commission applicable to the Notes purchased by such
          underwriter under the Registration Statement that resulted in such Losses. If
          the allocation provided by the immediately preceding sentence is unavailable
for           any reason, the indemnifying party and the indemnified party shall
contribute in           such proportion as is appropriate to reflect not only such
relative benefits but           also the relative fault of such indemnifying party, on
the one hand, and such           indemnified party, on the other hand, in connection with
the statements or           omissions that resulted in such Losses as well as any other
relevant equitable           considerations. Benefits received by the Company and the
Guarantors shall be           deemed to be equal to the total net proceeds from the
Initial Placement (before           deducting expenses) as set forth on the cover page of
the Offering Memorandum.           Benefits received by the Initial Purchasers shall be
deemed to be equal to the           total purchase discounts and commissions, as set
forth on the cover page of the           Offering Memorandum, and benefits received by
any other Holders shall be deemed           to be equal to the value of receiving Initial
Notes or Exchange Notes, as           applicable, registered under the Securities Act.
Benefits received by any           underwriter shall be deemed to be equal to the total
underwriting discounts and           commissions, as set forth on the cover page of the
Prospectus forming a part of           the Registration Statement that resulted in such
Losses. Relative fault shall be           determined by reference to whether any alleged
untrue statement or omission           relates to information provided by the
indemnifying party, on the one hand, or           by the indemnified party, on the other
hand. The parties agree that it would not           be just and equitable if contribution
were determined by pro rata allocation or           any other method of allocation that
did not take account of the equitable           considerations referred to above.
Notwithstanding the provisions of this           paragraph (d), 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. For purposes of this Section 6,
each person who controls           a Holder within the meaning of either the Securities
Act or the Exchange Act and           each director, officer, employee and Affiliate of
such Holder shall have the           same rights to contribution as such Holder, and each
person who controls the           Company or any of the Guarantors within the meaning of
either the Securities Act           or the Exchange Act, each officer of the Company or
any of the Guarantors who           shall have signed the Registration Statement and each
director of the Company or           any of the Guarantors shall have the same rights to
contribution as the Company           and the Guarantors, subject in each case to the
applicable terms and conditions           of this paragraph (d).  








19 









	 	        (e)              The
provisions of this Section 6 will remain in full force and effect,
          regardless of any investigation made by or on behalf of any Holder, the Company
          or any of the Guarantors or any of their respective officers, directors or
          controlling persons referred to in Section 6 hereof, and will survive the
          sale by a Holder of Notes covered by a Registration Statement.  







        7.    Rule
144A.  




        The
Company and the Guarantors hereby agree with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act, if
applicable, in order to permit resales of such Transfer Restricted Securities pursuant to
Rule 144A. 



        8.    Participation
In Underwritten Registrations.  




        No
Holder may participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements. 



        9.    Selection
Of Underwriters.  




        The
Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.
In any such Underwritten Offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of a
majority in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company and the Guarantors. 



        10.    Miscellaneous.  




	 	        (a)    No
Inconsistent Agreement. Neither the Company nor any of the Guarantors
               has, as of the date hereof, entered into, nor shall any of them, on or
after the                date hereof, enter into, any agreement that conflicts with the
rights granted to                the Holders herein or otherwise conflicts with the
provisions hereof.  







	 	        (b)    Amendments
and Waivers. The provisions of this Agreement including the                provisions
of this sentence, may not be amended, qualified, modified or                supplemented,
and waivers or consents to departures from the provisions hereof                may not
be given, unless the Company and the Guarantors have obtained the                written
consent of the Holders of at least a majority of the then outstanding
               aggregate principal amount of Notes (or, after the expiration of any
Exchange                Offer in accordance with Section 2 hereof, of Exchange Notes); provided               that,
with respect to any matter that directly or indirectly affects the rights
               of the Initial Purchasers hereunder, the Company and the Guarantors shall
obtain                the written consent of the Initial Purchasers. Notwithstanding the
foregoing                (except the foregoing proviso), a waiver or consent to departure
from the                provisions hereof with respect to a matter that relates
exclusively to the                rights of Holders whose Initial Notes or Exchange Notes
are being sold pursuant                to a Registration Statement and that does not
directly or indirectly affect the                rights of other Holders may be given by
the Majority Holders, determined on the                basis of Notes being sold rather
than registered under such Registration                Statement.  








20 









	 	        (c)    Notices.
All notices and other communications provided for or permitted                hereunder
shall be made in writing by hand-delivery, first-class mail, telex,
               telecopier, or air courier guaranteeing overnight delivery:  







	 	        (i)                   if
to a Holder, at the most current address given by such Holder to the Company
               in accordance with the provisions of this Section 10(c), which address
initially                is, with respect to each Holder, the address of such Holder
maintained by the                Trustee, with a copy in like manner to Lehman Brothers
Inc.;  







	 	        (ii)                   if
to the Initial Purchasers, shall be delivered or sent by mail, telex or
               facsimile transmission to the care of Lehman Brothers Inc., 745 Seventh
Avenue,                New York, New York 10019, Attention: Syndicate Department (Fax:
(646) 834-8133),                with a copy to Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, New                York 10153, Attention: Rod Miller, Esq. (Fax: 212
310-8007) and, in the case of                any notice pursuant to Section 6(d), to the
Director of Litigation, Office of                the General Counsel, Lehman Brothers
Inc., 399 Park Avenue, 10th Floor New York,                New York 10022 (Fax: (212)
520-0421); and;  







	 	        (iii)                   if
to the Company and the Guarantors, at Hanger Orthopedic Group, Inc., Two
               Bethesda Metro Center, Suite 1200, Bethesda, MD 20814, Attention: Ivan R.
Sabel,                Fax: (301) 986-0702, with a copy to Foley & Lardner, 3000 K
Street, N.W.,                Suite 500, Washington, DC 20007-5109, Attention: Jay W.
Freedman, Esq., Fax:                (202) 672-5399.  







	 	        All
such notices and communications shall be deemed to have been duly given when received. The
Initial Purchasers, on the one hand, or the Company and the Guarantors, on the other, by
notice to the other party or parties may designate additional or different addresses for
subsequent notices or communications. 







	 	        (d)    Successors
and Assigns. This Agreement shall inure to the benefit of and           be binding
upon the successors and assigns of each of the parties, including,           without the
need for an express assignment or any consent by the Company and the           Guarantors
thereto, subsequent Holders of Initial Notes and/or Exchange Notes.           The Company
and the Guarantors hereby agree to extend the benefits of this           Agreement to any
Holder of Initial Notes and/or Exchange Notes and any such           Holder may
specifically enforce the provisions of this Agreement as if an           original party
hereto.  







	 	        (e)    Counterparts.
This Agreement may be executed in any number of           counterparts and by the parties
hereto in separate 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.  







	 	        (f)    Headings.
The headings in this Agreement are for convenience of reference           only and shall
not limit or otherwise affect the meaning hereof.  








21 









	 	        (g)    Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN           ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.  







	 	        (h)    Severability.
In the event that any one or more of the provisions           contained herein, or the
application thereof in any circumstances, is held           invalid, illegal or
unenforceable in any respect for any reason, the validity,           legality and
enforceability of any such provision in every other respect and of           the
remaining provisions hereof shall not be in any way impaired or affected
          thereby, it being intended that all of the rights and privileges of the parties
          shall be enforceable to the fullest extent permitted by law.  







	 	        (i)    Initial
Notes Held by the Company, Etc. Whenever the consent or approval           of Holders
of a specified percentage of the aggregate principal amount of           Initial Notes or
Exchange Notes is required hereunder, Initial Notes or Exchange           Notes, as
applicable, held by the Company and the Guarantors or their Affiliates           (other
than subsequent Holders of Initial Notes or Exchange Notes if such           subsequent
Holders are deemed to be Affiliates solely by reason of their           holdings of such
Initial Notes or Exchange Notes) shall not be counted in           determining whether
such consent or approval was given by the Holders of such           required percentage.  







[THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK] 















22 














        Please
confirm that the foregoing correctly sets forth the agreements under the Registration
Rights Agreement among the Company, the Guarantors and the Initial Purchasers. 



		Very truly yours,
	
 	HANGER ORTHOPEDIC GROUP, INC.
	

 	By:  /s/ George E. McHenry
		        Name:  George E. McHenry
		        Title:  Executive Vice President and
		                    Chief Financial Officer






	 	
ABI
ORTHOTIC/PROSTHETIC LABORATORIES, LTD.                                          
ADVANCED
BIO-MECHANICS, INC.                                          
THE BRACE SHOP PROSTHETIC
ORTHOTIC CENTERS, INC.                                          
CERTIFIED ORTHOTICS & PROSTHETIC
ASSOCIATES, INC.                                          
CONNER BRACE CO., INC.
                                         
DOBI-SYMPLEX, INC.
                                         
DOSTEON SOLUTIONS, LLC
                                         
ELITE CARE, INC.
                                         
EUGENE TEUFEL & SON ORTHOTICS & PROSTHETICS,
INC.                                          
FORTITUDE MEDICAL SPECIALISTS, INC.
                                         
GREATER CHESAPEAKE ORTHOTICS & PROSTHETICS,
INC.                                          
HANGER PROSTHETICS & ORTHOTICS, INC.
                                         
HANGER PROSTHETICS & ORTHOTICS EAST, INC.
                                         
HANGER PROSTHETICS & ORTHOTICS WEST, INC.
                                         
HANGER SERVICES CORPORATION
                                         
HPO, INC.
                                         
INNOVATIVE NEUROTRONICS, INC.
                                         
LAURENCE’S ORTHOTICS & PROSTHETICS,
INC.                                          
LINKIA, LLC
                                         
NWPO ASSOCIATES, INC.
                                         
OPNET, INC.
                                         
REHAB DESIGNS OF AMERICA CORPORATION
                                         
REHAB DESIGNS OF COLORADO, INC.
                                         
REHAB DESIGNS OF WISCONSIN, INC.
                                         
SHASTA ORTHOTIC PROSTHETIC SERVICE, INC.
                                         
SOUTHERN PROSTHETIC SUPPLY, INC.







	 	                                         By: 	___________________________________________________
                                               
Name:
                                               
Title: 













SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT 










The foregoing Agreement is hereby
accepted as of the date first above written. 



LEHMAN BROTHERS INC. 



	By:  	______________________________
Name:
Title:






CITIGROUP GLOBAL MARKETS
INC. 



	By:  	______________________________
Name:
Title:





As Representatives of the
Initial

Purchasers 
















SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT 














ANNEX A 



        Each
broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date (as
defined herein) and ending on the close of business one year after the Expiration Date, it
will make this Prospectus available to any broker-dealer for use in connection with any
such resale. See “Plan of Distribution.” 










ANNEX B 



        Each
broker-dealer that receives Exchange Notes for its own account in exchange for Notes,
where such Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. See “Plan of
Distribution.” 










ANNEX C 



        Each
broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange Notes received
in exchange for Notes where such Notes were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, starting on the
Expiration Date and ending on the close of business one year after the Expiration Date, it
will make this Prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until such date all dealers effecting
transactions in the Exchange Notes may be required to deliver a prospectus. 










ANNEX D 



        If
the undersigned is a broker-dealer that will receive Exchange Notes for its own account in
exchange for Notes, it represents that the Notes to be exchanged for the Exchange Notes
were acquired by it as a result of market-making activities or other trading activities
and acknowledges that it will deliver a prospectus in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.