Exhibit
10.2


Blackstone Capital
Partners V L.P.


Blackstone Management Associates V L.L.C., General Partner


July 15, 2007


ReAble Therapeutics Finance LLC


9800 Metric Blvd.

Austin, TX 78758


Ladies and Gentlemen:


Reference is made to the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of the
date hereof, to be entered into by and among ReAble Therapeutics Finance LLC, a
Delaware limited liability company (the “Parent”), Reaction Acquisition
Merger Sub, Inc., a Delaware corporation formed by the Parent (“Merger Sub”)
and DJO Incorporated, a Delaware corporation (the “Company”), pursuant
to which Merger Sub will be merged with and into the Company and the Company
will continue its existence as the surviving corporation.  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Merger
Agreement.


This letter agreement
will confirm the commitment of Blackstone Capital Partners V L.P. (“Blackstone”)
to provide to you at the time of the Closing under the Merger Agreement an
equity contribution of up to $408.4 million solely for purposes of funding, and
to the extent necessary to fund, the Merger Consideration and other
transactions pursuant to and in accordance with the Merger Agreement and
related fees and expenses; provided that Blackstone shall not, under any
circumstances, be obligated to contribute to you more than the amount specified
above.  The
amount to be funded under this letter agreement may be reduced by Blackstone in
the event that you do not require all of the funds with respect to which
commitments have been made hereunder in order to consummate the transactions
contemplated by the Merger Agreement.  We  may allocate a portion of our investment to our related
co-investor vehicles or alternative investment vehicles (Blackstone, together
with such other entities, the “Investors”); provided, however
that such allocation will not reduce Blackstone’s commitment hereunder.


Notwithstanding anything
herein to the contrary, the Investors’ obligations to fund their commitments
under this letter agreement are subject to the terms of this letter agreement
and to the satisfaction or waiver of all the conditions set forth in Sections
7.1 and 7.2 of the Merger Agreement, and will occur simultaneously with the Closing.  No waiver by the Parent or Merger Sub of any
conditions set forth in Sections 7.1 and 7.2 of, or other amendment or
modification to, the Merger Agreement may be made without Blackstone’s prior
written consent (which consent shall not be unreasonably withheld).


You agree to indemnify
and to hold harmless the Investors from and against any and all actions, suits,
proceedings (including any investigations or inquiries), losses, claims,
damages, liabilities or expenses of any kind or nature whatsoever that may be
incurred by or asserted against or involve any Investors or any of their
respective partners, members, officers, 












agents or employees as a result of or arising out of
or in any way related to the transactions described in this letter agreement.  You further agree to pay to or reimburse the
Investors upon demand any legal or other expenses incurred by the Investors in
connection with investigating, defending, or preparing to defend any such
action, suit, claim or proceedings (including any inquiry or
investigation).  You also agree to pay or
reimburse to the Investors all reasonable out-of-pocket expenses of the
Investors incurred in connection with evaluating the transactions contemplated
by this letter agreement and negotiating, documenting and closing the
transactions contemplated hereby and by the Merger Agreement, including
reasonable expenses for attorneys, accountants and other professional services
obtained by us.  The provisions of this
paragraph are independent of all other obligations of the Parent hereunder and
shall survive termination or expiration of this letter agreement but shall
terminate upon the closing of the equity contribution to the Parent
contemplated by this letter agreement.


Notwithstanding anything
that may be expressed or implied in this letter agreement or any document or
instrument delivered contemporaneously herewith, and notwithstanding the fact
that the Investors may be partnerships or limited liability companies, the
Parent by its acceptance of the benefits of this letter agreement, covenants,
agrees and acknowledges that no individual, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or
organization, including any Governmental Entity (a “Person”) other than
the Investors shall have any obligation hereunder, and that the Parent has no
right of recovery against, and no liability shall attach to, be imposed on or
otherwise be incurred by the Investors or the former, current or future
stockholders, directors, officers, employees, agents, affiliates, members,
managers, general or limited partners, or assignees of the Investors or any
former, current or future stockholder, director, officer, employee, agent,
affiliate, member, manager, general or limited partner, or assignee of any of
the foregoing (each, other than the Investors, an “Affiliate”), whether
by or through attempted piercing of the corporate veil, by or through a claim
by or on behalf of the Parent against the Investors or any Affiliate, by the
enforcement of any assessment or by any legal or equitable proceeding, by
virtue of any statute, regulation or applicable law, or otherwise, except for
the Parent’s right to be capitalized by the Investors under and to the extent
provided in this letter agreement and subject to the terms and conditions
hereof.  The Parent hereby covenants and
agrees that it shall not institute, and shall cause its affiliates not to
institute, any proceeding or bring any other claim arising under, or in
connection with, the Merger Agreement or the transactions contemplated thereby,
against the Investors or any Affiliate except for claims solely against the
Investors under this letter agreement. 
Recourse against the Investors under this letter agreement shall be the
sole and exclusive remedy of the Parent and its affiliates against the
Investors or any Affiliate in respect of liabilities or obligations arising
under, or in connection with, the Agreement or the transactions contemplated
thereby.


This letter agreement
will become effective upon its acceptance by you, as evidenced by the delivery
to us of a counterpart of this letter agreement executed by you.  This letter agreement will terminate
automatically and immediately on March 15, 2008 or such earlier date on which
the Merger Agreement is terminated.  Any
delivery of this letter agreement to the Company or Merger Sub or to any other
Person prior to your delivery to us of a counterpart of this letter agreement
executed by you will render this letter agreement null and void.



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Neither this letter
agreement nor any of the rights and obligations described herein may be
assigned, other than by us in accordance with the last sentence of the second
paragraph of this letter agreement. 
Nothing set forth in this letter agreement shall be construed to confer
upon or give to any Person other than the Parent any rights or remedies under
or by reason of this commitment or to confer upon or give to any Person any
rights or remedies against any Person other than the undersigned under or by
reason of this commitment.  The Parent’s
creditors shall have no right to enforce this letter agreement or to cause the
Parent to enforce this letter agreement.


This letter agreement may
be executed in counterparts.  This letter
agreement shall be governed by the laws of the State of New York.  Each of the parties hereto hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of New York and the courts of the United States of America
located in the State of New York for any litigation arising out of or relating
to this letter agreement or the transactions contemplated hereby.  Each of the parties hereby irrevocably and
unconditionally waives any objection to the laying of venue of any litigation
arising out of this letter agreement or the transactions contemplated hereby in
the courts of the State of New York or the courts of the United States of
America located in the State of New York and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such litigation brought in any such court has been brought in an
inconvenient forum.


EACH OF THE PARTIES
HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.


[Remainder of page
intentionally left blank]



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  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BLACKSTONE CAPITAL PARTNERS V L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Blackstone Management Associates V L.L.C.,

  
	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chinh E. Chu

  	
   

  
	
   

  	
   

  	
  Name:  Chinh E. Chu

  
	
   

  	
   

  	
  Title:  Member

  



 


	
  Accepted
  and Agreed:

  
	
   

  
	
  REABLE THERAPEUTICS FINANCE LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Harry L. Zimmerman

  	
   

  
	
  Name:  Harry
  L. Zimmerman

  
	
  Title:  EVP-General
  Counsel

  



 


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