Exhibit 10(ee)

  





MASTER AMENDMENT






        THIS
MASTER AMENDMENT, dated as of October 9, 2003 (the “Amendment”), is made by and
between Seattle Systems, Inc., a California corporation formerly known as USMC Corp.,
which is the successor in interest to United States Manufacturing Company, LLC, a
Delaware limited liability company (“USMC”) which merged with and into OPMC
Acquisition Corp. on December 26, 2001 (collectively, the “Seattle Systems”),
Hanger Orthopedic Group, Inc., a Delaware corporation (“Hanger”), Southern
Prosthetic Supply, Inc., a Georgia corporation which is a wholly-owned subsidiary of
Hanger (“SPS”), and DOBI-Symplex, Inc., a Delaware corporation formerly known
as Seattle Orthopedic Group, Inc. (“SOGI”), to each of the following agreements
between all or a portion of such parties: (i) Asset Purchase Agreement, dated as of
October 9, 2001, between USMC, SOGI and Hanger (the “Asset Purchase Agreement”);
(ii) the Supply Agreement, dated as of October 9, 2001, between USMC and Hanger (the
“Supply Agreement”); and (iii) the Distributor Agreement, dated as of October
9, 2001, between USMC, SPS and Hanger (the “Distributor Agreement”).  





        WHEREAS,
pursuant to the terms of the Asset Purchase Agreement, SOGI and Hanger sold to USMC
certain of the assets of SOGI and Hanger and a license to use certain other assets of
Hanger (the “Acquisition”), and as part of the transactions involved in the
Acquisition, USMC and Hanger entered into the Supply Agreement, and USMC, SPS and Hanger
entered into the Distributor Agreement; and  





        WHEREAS,
Seattle Systems, Hanger, SPS, and SOGI now mutually desire to amend certain provisions of
each of the Asset Purchase Agreement, the Supply Agreement and the Distributor Agreement
as hereinafter provided.  





        NOW,
THEREFORE, in consideration of the mutual premises and agreements hereinafter contained,
the parties hereto, intending to be legally bound, do hereby agree as follows:  





        1.       Amendment. Subject
to the other provisions of this Amendment, each of the           Asset Purchase
Agreement, the Supply Agreement and the Distributor Agreement are           hereby
amended by the provisions of this Amendment. In the case of any conflict
          between the provisions of this Amendment and the provisions of the Asset
          Purchase Agreement, the Supply Agreement and/or the Distributor Agreement, the
          provisions of this Amendment shall supercede and control. All capitalized terms
          used in this Amendment shall have the same meanings given to such terms in each
          of the Asset Purchase Agreement, the Supply Agreement and the Distributor
          Agreement, as applicable, unless otherwise provided in this Amendment. All
          provisions of each of the Asset Purchase Agreement, the Supply Agreement and
the           Distributor Agreement which are not amended by the provisions of this
Amendment           shall continue in full force and effect without change. For purposes
of the           Supply Agreement and the Distributor Agreement, Seattle Systems shall
also be           known as the “Supplier” under those agreements. The Escrow
Agreement,           dated as of October 9, 2001 (the “Escrow Agreement”),
between USMC,           SOGI, Hanger and the Escrow Agent named therein is also amended
pursuant to the           terms of Amendment No. 1 to the Escrow Agreement as attached
hereto as Exhibit           “A.” 
















        2.       Term. The
Term of the Supply Agreement is hereby amended by deleting the           prior duration
of each of the Supply Agreement and replacing such duration in           its entirety
with a new two (2) year period of time, commencing on October 9,           2003 and
ending upon October 8, 2005 (the “Term”), which Term shall           consist of
the New First Purchase Year, commencing from October 9, 2003 and           ending on
October 8, 2004, and the New Second Purchase Year, commencing from           October 9,
2004 and ending on October 8, 2005.  







        3.       Minimum
Annual Purchase Amounts. The Minimum Annual Purchase Amounts           under the
Supply Agreement are hereby amended by deleting all prior Minimum           Annual
Purchase Amounts in the Supply Agreement and replacing such Minimum           Annual
Purchase Amounts in the Supply Agreement in their entirety with the new
          requirement for Hanger and all of its subsidiaries, including but not limited
to           Southern Prosthetic Supply, Inc. (“SPS”), and the patient-care
          facilities of Hanger and its subsidiaries (the “Facilities”) (with
          Hanger and all of its subsidiaries, including but not limited to SPS, the
          Facilities and all subsidiaries of subsidiaries, being hereinafter collectively
          referred to throughout this Amendment as “Hanger”), to make Actual
          Purchases of Products from Seattle Systems in an amount equal to at least Nine
          Million Dollars ($9,000,000.00) during each of the New First Purchase Year and
          the New Second Purchase Year; provided, however, that notwithstanding anything
          contained in this Amendment, the Asset Purchase Agreement, the Supply Agreement
          or the Distributor Agreement to the contrary: (i) the provisions of Sections
          3.5(i), 3.5(ii) and 3.5(iii) of the Supply Agreement shall continue in full
          force and effect with respect to the new Minimum Annual Purchase Amounts; (ii)
          all applicable provisions of the Supply Agreement, including but not limited to
          the provisions of Section 3.5(iv) of the Supply Agreement, are hereby amended
to           provide that all purchases by Hanger in each of the New First Purchase Year
and           the New Second Purchase Year shall be consolidated and included in the
Actual           Purchases of Products in each such new Purchase Year without any
subtraction of           any sales by SPS of Products to third-party purchasers; (iii)
the provisions of           Section 3.5(v) of the Supply Agreement are hereby deleted;
(iv) all applicable           provisions of the Distributor Agreement, including but not
limited to the           provisions of Section 7.6 of the Distributor Agreement, are
hereby amended to           provide that all purchases by Hanger in each of the New First
Purchase Year and           the New Second Purchase Year shall be consolidated and
included in the purchases           of Products in each such new Purchase Year without
any exclusion of any sales by           SPS of Products to third-party purchasers, with
the result being that any           purchases of Products by Hanger (which includes SPS)
from Seattle Systems which           exceed Nine Million Dollars ($9,000,000.00) during
the New First Purchase Year           and/or the New Second Purchase Year shall be deemed
to be Qualifying Products,           regardless of to whom Hanger (through SPS or
otherwise) sells such Products; and           (v) the definition of “Actual Purchases” in
Section 3.4(b)(ii) of the           Supply Agreement is hereby amended to hereafter be as
follows: “Actual           Purchases” means the gross amount of Purchase Orders
submitted by Hanger to           Supplier during the relevant Purchase Year for purchases
of all Products           (including any components ordered by Hanger), after applying
any adjustments for           returns and subject to the calculation as provided in
Section 3.5; provided,           however, that in the event Hanger submits Purchase
Orders for Products within a           Purchase Year but Supplier is unable to
manufacture and deliver such Products           within that same Purchase Year, then
notwithstanding anything contained in this           Agreement to the contrary, the
amount of such Products so ordered by Hanger           within such Purchase Year shall be
included as Actual Purchases by Hanger for           that same Purchase Year”.  






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        4.       Minimum
Monthly Purchase Amounts. The following new Section 3.5A is           hereby added to
the Supply Agreement: “Section 3.5A. Monthly Purchase           Floor. Hanger
agrees to use commercially reasonable efforts to submit           Purchase Orders each
month to Seattle Systems in an amount equal to at least           one-twelfth (1/12) of
ninety percent (90%) of the Minimum Annual Purchase           Amount, as adjusted by any
applicable discounts, credits or other adjustments           applicable under the Supply
Agreement.” 





        5.       Release
of Escrow Amounts. As of the date of this Amendment, Two Million           Dollars
($2,000,000.00) has been unconditionally released to Hanger from the           original
escrow amount of Three Million Dollars ($3,000,000.00). The parties           agree that
the Asset Purchase Agreement and the Supply Agreement are hereby           amended to
provide that the remaining One Million Dollars ($1,000,000.00) in the           escrow
account shall be promptly released to Hanger in the following amounts and           in
the following events: (i) in the event Hanger makes Actual Purchases of
          Products from Seattle Systems in an amount equal to or greater than Nine
Million           Dollars ($9,000,000.00) during the New First Purchase Year in the
manner that           such Actual Purchases are calculated under the terms of the Supply
Agreement,           then Five Hundred Thousand Dollars ($500,000.00) of such escrow
amount shall be           released to Hanger within thirty (30) days of the date on which
Hanger has made           such Actual Purchases from Seattle Systems under the terms of
the Supply           Agreement; and (ii) in the event Hanger makes Actual Purchases of
Products from           Seattle Systems in an amount equal to or greater than Nine
Million Dollars           ($9,000,000.00) during the New Second Purchase Year in the
manner that such           Actual Purchases are calculated under the terms of the Supply
Agreement, then           the remaining Five Hundred Thousand Dollars ($500,000.00) of
such escrow amount           shall be released to Hanger within thirty (30) days of the
date on which Hanger           has made such Actual Purchases from Seattle Systems under
the terms of the           Supply Agreement.  





        6.       Periodic
Reports. Seattle Systems shall deliver to Hanger, on or before           January 15,
2004, a Master Monthly Account Statement and a Master Monthly           Delivery
Performance Statement in the forms attached hereto as Exhibits D-3A and           D-3B,
respectively, for the months of October, November and December 2003, with           each
such subsequent monthly report thereafter during the new two-year term of           the
Supply Agreement being delivered by Seattle Systems to Hanger within ten           (10)
days of the month immediately following the month to which such report then
          relates. Hanger will use its best efforts to provide to Seattle Systems
          non-binding rolling 3-month forecasts of Hanger’s requirements for
Products           at least two (2) weeks prior to the beginning of each 3-month period
in each           such forecast. Hanger will also use its best efforts to provide Seattle
Systems           with non-binding estimated adjustments each month to such non-binding
rolling           3-month forecasts, which Hanger will use its best efforts to provide to
Seattle           Systems during the first ten (10) days of the month immediately
preceding the           month set forth in such monthly forecast. The last sentence of
Section 2.8(a) of           the Supply Agreement is hereby amended by deleting such
sentence and replacing           it in its entirety with the following new sentences:
“Supplier further           agrees that within ten (10) calendar days after the end
of each calendar monthly           period during the term of this Agreement, Supplier
shall provide Hanger with a           Masterly Monthly Account Statement regarding
outstanding unpaid invoices and           amounts due from Hanger to Seattle Systems as
of the immediately preceding           calendar month, invoices and amounts for which
Seattle Systems has been paid by           Hanger in the immediately preceding calendar
month and any outstanding balance           then due from Hanger to Seattle Systems as of
the date of such Masterly Monthly           Account Statement, which Masterly Monthly
Account Statement shall be in the form           attached to this Agreement as Exhibit
D-3A and which Masterly Monthly Account           Statement the parties shall work
together to reconcile each month. Supplier also           agrees that within ten (10)
calendar days after the end of each calendar monthly           period during the term of
this Agreement, Supplier shall provide Hanger with a           Masterly Monthly Delivery
Performance Statement regarding Products ordered by           Hanger, the dates that
Seattle Systems shipped such Products and any other           shipping performance, and
the credits earned by Hanger in the immediately           preceding calendar month, which
Masterly Monthly Delivery Performance Statement           shall be in the form attached
to this Agreement as Exhibit D-3B and which           Masterly Monthly Delivery
Performance Statement the parties shall work together           to reconcile each month.” In
addition to the Annual Report provided by           Hanger to Seattle Systems under
Section 2.8(b) of the Supply Agreement, Hanger           shall also provide Seattle
Systems with a quarterly report for each calendar           quarter consisting of the
purchases of Products by Hanger from Seattle Systems           during that quarterly
period which were resold by Hanger to third-party,           non-Hanger purchasers, with
such report to consist of only the Product code,           Product description and sale
price per each State from which such third-party           product sales were generated
by Hanger, with such quarterly report to be           provided by Hanger to Seattle
Systems within ten (10) business days after the           end of each calendar quarterly
period during the term of the Supply Agreement.  





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        7.       Invoices
andPayment Terms. The following new sentence which was           previously in
Section 3.4(b)(ii) of the Supply Agreement is hereby added to           Section 2.4(a) of
the supply Agreement: “Supplier shall invoice for all           purchases of
Products hereunder as of the date on which the Supplier ships the           Products
which are the subject of such invoice.” All cash on delivery           (“COD”)
provisions contained in the Supply Agreement and the           Distributor Agreement are
hereby deleted in their entirety, including but not           limited to (i) the
retention of the first two existing sentences of Section           2.4(b) of the Supply
Agreement and the deletion of all other provisions of           Section 2.4(b) of the
Supply Agreement and (ii) the retention of the first two           existing sentences of
Section 6.4(b) of the Distributor Agreement and the           deletion of all other
provisions of Section 6.4(b) of the Distributor Agreement.           Section 2.4(c) of
the Supply Agreement and Section 6.4(c) of the Distributor           Agreement are hereby
amended by the deletion of all the existing provisions           thereof and the
replacement of those Sections with the following new text:           “(c) Payment
Discounts. In addition to all other discounts, rebates,           benefits and price
reductions contained in this Agreement, as amended, the Price           for each Product
during the new 2-year Term of this Agreement, shall be as           follows: (i) during
the period from October 9, 2003 to January 30, 2004, the           Prices for each
Product shall continue to be the same Prices without change that           have been
charged to Hanger as of September 30, 2003, with Hanger receiving an           early
payment discount from Supplier against Invoiced amounts equal to two           percent
(2%) for payments received or postmarked within fifteen (15) days of the           later
of either the Invoice date or the shipment date, (ii) during the period of
          January 31, 2004 to October 8, 2004, the new Prices as set forth on Exhibit
          “X” hereto shall be in effect, and (iii) Supplier may make one
          additional change in the Prices on or after October 9, 2004 for the period of
          October 9, 2004 to October 8, 2005. Notwithstanding the foregoing, commencing
          from January 31, 2004 and ending on October 8, 2005, in the event Supplier does
          not receive payment for an invoiced amount within twenty-five (25) days of the
          later of either the Invoice Date or the shipping date, then a two percent (2%)
          charge back shall be assessed by Supplier to Hanger on such invoiced
          amount.” 









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        8.       Price
Discounts on Products. Section 3.4(a) of the Supply Agreement is           hereby
amended to change the discount contained in Section 3.4(a)(i) to 26.5%           from 25%
as a result of the new Prices as set forth on Exhibit “X”          hereto.
Section 3.5(b)(i) of the Supply Agreement is hereby deleted and replaced           in its
entirety with the following: “(i) In the event Hanger makes Actual
          Purchases of Products from Supplier during any Purchase Year in excess of
          $9,000,000 in the New First Purchase Year or $9,000,000 in the New Second
          Purchase Year, then Supplier will give Hanger a credit against future Actual
          Purchases of Products in an amount equal to the sum of (A) two percent (2%) of
          the amount by which Actual Purchases made for the account of or for resale to
          Hanger or its Facilities for such Purchase Year are in excess of $7,000,000 in
          the New First Purchase Year or in the New Second Purchase Year, plus (B)
          four percent (4%) of the amount by which Actual Purchases made for the account
          of or for resale to Hanger or its Facilities in such Purchase Year equal or are
          in excess of $9,000,000 in any such Purchase Year.” The following new
          subparagraph (c) is hereby added to Section 3.4 of the Supply Agreement:
          “(c) Purchase Floor Rebate. In addition to all other discounts,
          rebates, benefits and price reductions contained in the Supply Agreement and
the           Distributor Agreement, as amended, Supplier shall also provide Hanger with
an           additional rebate equal to five percent (5%) of Actual Purchases of Products
in           the event (i) Hanger makes Actual Purchases of Products in an amount equal
to or           greater than Nine Million Dollars ($9,000,000.00) during the New First
Purchase           Year in the manner that such Actual Purchases are calculated under the
terms of           the Supply Agreement and/or (ii) Hanger makes Actual Purchases of
Products in an           amount equal to or greater than Nine Million Dollars
($9,000,000.00) during the           New Second Purchase Year in the manner that such
Actual Purchases are calculated           under the terms of the Supply Agreement, with
Hanger being able to utilize and           apply all earned credits, rebates and other
benefits under the Supply Agreement           to satisfy such Minimum Annual Purchase
Amounts, and in the event any amount of           credits or rebates remain unused by
Hanger at the end of the twelve (12) month           period immediately following the end
of the New Second Purchase Year, then           Supplier shall pay such remaining, unused
amount of credits and/or rebates to           Hanger in cash within thirty (30) days
after the end of the twelve (12) month           period immediately following the end of
the New Second Purchase Year. Except as           otherwise provided in this Amendment,
nothing contained in this Amendment shall           affect the other discounts, rebates,
benefits and price reductions contained in           the existing provisions of each of
the Supply Agreement and the Distributor           Agreement, except only that in the
event Hanger submits Purchase Orders of less           than Six Hundred Seventy-Five
Thousand Dollars ($675,000.00) in any calendar           month during the period of time
commencing on January 1, 2004 and ending upon           October 8, 2005 (a “Monthly
Shortfall Amount”), then the aggregate           amount, if any, of the Monthly
Shortfall Amounts shall be deducted only from the           amount of the aforementioned
five percent (5%) rebate, if earned, at the end of           the Purchase Year in which
it occurred.” The Parties agree that such five           percent (5%) rebate shall
apply only to the aggregate Actual Purchases of           Products made by Hanger in each
of the New First Purchase Year and the New           Second Purchase Year.  




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        9.       Delivery
of Products. In the event the actual shipping date for any           Product shipped
by Seattle Systems from and after October 9, 2003 and up to and           including
January 9, 2004 exceeds the Product Shipping Due Date, then Hanger           shall not be
granted a Late Shipment Credit on such Products, but thereafter           Hanger shall be
granted a Late Shipment Credit for any Late Shipments made by           Seattle Systems
from and after January 10, 2004; provided, however, that Hanger           shall not
receive any Late Shipment Credit for the portion of any order of           Products in
any calendar month which is more than double the amount of the           average monthly
Product purchases as estimated in the 3-month forecast provided           by Hanger to
Seattle Systems for the period of time in which such an excessive           order is
actually made by Hanger; provided, however, that the estimated monthly
          adjustments from Hanger to such 3-month forecasts from Hanger shall not affect
          nor change such 3-month forecast for purposes of determining such limitation on
          Late Shipment Credits. The following new Section 2.2A is hereby added to the
          Supply Agreement: “Section 2.2A. Extended Delivery. Supplier and
          Hanger hereby agree that the Products listed on Exhibit “X” to
          this Amendment shall have the prices and delivery times for such Products as
set           forth on Exhibit “X”, with the Prices and Product Shipping
Due           Dates for all Products being adjusted as provided in Exhibit “X”,
          which Exhibit “X” shall replace Exhibits “A,”          “B” and
“C” under the Supply Agreement.  





        10.       Acceptance
of Products. Section 2.3 of the Supply Agreement is hereby           amended to
provide that with respect to Products which are rejected by Hanger,           the
following shall apply: (i) in the event the rejected Product is a Qualifying
          Rejected Product, then Hanger shall ship such Qualifying Rejected Product to
          Seattle Systems within fifteen (15) business days of the date on which Hanger
          gives notice to Seattle Systems that Hanger is rejecting such Qualifying
          Rejected Product; (ii) in the event the rejected Product is not a Qualifying
          Rejected Product, then Hanger shall ship such rejected Product to Seattle
          Systems within fifteen (15) business days of the date on which Seattle Systems
          delivers a written confirmation to Hanger which approves the written rejection
          notice of Hanger with respect to such rejected Product; and (iii) in the event
          Seattle Systems issues a credit to Hanger for the Price of a Qualifying
Rejected           Product, then Seattle Systems shall also issue a credit to Hanger, in
lieu of           any cash refund, for all of Hanger’s shipping costs and shipping
charges           with respect to such Qualifying Rejected Product.  





        11.       Pricing
Adjustments. The following new last sentence is added to the end           of Section
3.3(a) of the Supply Agreement: “The new Prices as set forth on           Exhibit
“X” hereto will become effective on January 31, 2004 and any           other
changes to any Prices shall be the subject of further negotiation between
          Hanger and Supplier and upon the mutual agreement, if any, between the parties
          with respect thereto, any mutually agreed upon prices will become effective as
          of any mutually agreed upon date. Any other increase in Base Prices shall be
          effective no earlier that October 9, 2004. All Prices shall remain subject to
          all other provisions of the Supply Agreement, including but not limited to the
          provisions of Section 3.6 “Best Customer Prices” of the supply
          Agreement.” 





        12.       Representations
and Warranties of Supplier. The first existing sentence           of Section 8.4(a)
of the Supply Agreement is hereby amended to provide that the           Supplier is a
corporation, validly existing and in good standing under the laws           of the State
of California.  





        13.       Notices. The
existing notice provisions in each of the Asset Purchase           Agreement, Supply
Agreement and Distributor Agreement are hereby amended by the           replacement of
the existing names and addresses contained therein with the           following names and
addresses for purposes of any and all notices under any such           agreements:  




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	If to Supplier:
	Seattle Systems, Inc.

26296 Twelve Trees Lane

Poulsbo, Washington  98370

Attention: President

Telephone: (360) 697-5656

Telecopy: (360)697-5763



	With a copy to:
	Michael Best & Friedrich

100 East Wisconsin Avenue

Suite 3300

Milwaukee, WI  53202

Attention: John A. Busch

Telephone: (414) 271-6560 ext. 3294

Telecopy: (414) 277-0656



	If to Hanger:
	Hanger Orthopedic Group, Inc.

Two Bethesda Metro Center, Suite 1200

Bethesda, Maryland  20814

Attention: President

Telephone:  (301) 986-0701

Telecopy:  (301) 652-8307



	With a copy to:
	Southern Prosthetic Supply, Inc.

6025 Shiloh Road, Suite A

Alpharetta, Georgia  30009

Attention: President

Telephone:  678-455-8877

Telecopy: 800-288-5607



	With a copy to:
	Foley & Lardner

3000 K Street, N.W., Suite 500

Washington D.C.  20007

Attention: Jay W. Freedman, Esq.

Telephone:  (202) 295-4008

Telecopy: (202) 672-5399













        14.       No
Other Changes. Except as otherwise provided in this Amendment, no           other
provisions of the Asset Purchase Agreement, Supply Agreement and/or           Distributor
Agreement are changed, and such remaining provisions of each such           agreement
shall continue in full force and effect without change.  




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        IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized officers of the parties hereto as of the date first above written.  




				
	SEATTLE SYSTEMS, INC.




	HANGER ORTHOPEDIC GROUP, INC.





	By:

	
	By:

	

		Name: 

Title:
		Ivan R. Sabel

Chairman and Chief Executive Officer

	


SOUTHERN PROSTHETIC SUPPLY, INC.




	


DOBI-SYMPLEX, INC.





	By:

	
	By:

	

		Ron May  

President
		Ivan R. Sabel

President












Exhibit A –Amendment No. 1 to Escrow Agreement

Exhibit D-3A – Master Monthly Account Statement

Exhibit D-3B – Master Monthly Delivery Performance Statement

Exhibit X – Products, Prices and Product Delivery Dates  









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