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                                                                    Exhibit 10.1

                              AMENDMENT NUMBER ONE
                           TO THE DJ ORTHOPEDICS, INC.
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

            This Amendment Number One to the dj Orthopedics, Inc. 2001
Non-Employee Director Stock Option Plan ("Amendment Number One") is made this
29th day of May 2003, with reference to the following facts:

            WHEREAS, the dj Orthopedics, Inc. 2001 Non-Employee Director Stock
Option Plan (the "Plan") was adopted and became effective on November 6, 2001;

            WHEREAS, the Board of Directors of dj Orthopedics, Inc. ("Board")
desires to modify certain terms of the Plan as set forth below:

            NOW, THEREFORE, the Plan is hereby amended in the following respects
(capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Plan):

      1. Section 4 Eligibility is amended to read in its entirety as follows:

            "An Option shall be granted pursuant to Section 5 of the Plan only
            to each director of the Corporation (each, a "Non-Employee
            Director") who, as of the date of the grant of such Option pursuant
            to such Section, is neither (i) an employee of the Corporation or
            any of its Subsidiaries (as such term is defined below) and has not
            been such an employee at any time during the 12-month period
            immediately prior to such date, nor (ii) an individual who is or was
            elected or appointed to the Board as a designated representative of
            J.P. Morgan DJ Partners, LLC. For purposes of this Plan, the term
            "Subsidiary" means "Subsidiary Corporation" as defined in Section
            424(f) of the Code."

      2. Section 5(a)(i) is amended to read in its entirety as follows:

            "Each person who, on or after the Effective Date of Amendment Number
            One, is elected or appointed a director of the Corporation for the
            first time, whether by reason of his or her election or appointment
            to such position by the stockholders of the Corporation or the
            Board, and who qualifies as a Non-Employee Director on the date of
            such election or appointment (after giving effect to such election
            or appointment) shall be automatically granted an Option pursuant to
            this Section 5(a) on the date of such election or appointment to
            purchase 30,000 shares of Common Stock, subject to the terms and
            conditions set forth in the Plan.
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      3. The first sentence of Section 7(a)(i) is amended in its entirety as
         follows:

            "Each Option granted under the Plan on or after the Effective Date
            of Amendment Number One shall vest and become exercisable as to all
            Option Shares covered thereby on the first anniversary of the date
            of grant of such Option."

      4. The "Effective Date" of this Amendment Number One shall be the later of
         the date first written above and the date on which the stockholders of
         the Corporation approve this Amendment Number One.



                                          dj Orthopedics, Inc.


                                          By
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