Consulting Agreement dated 10/01/03



 EXHIBIT 10.2 
  
 CONSULTING AGREEMENT 
  
 This Consulting Agreement (this “Agreement”) is made on and is effective as of the 18th day of November, 2003, by and between Encore Medical
Corporation, a Delaware corporation (“Encore” or the “Company”) and Galen Advisors, LLC (“Galen” or the “Consultant”). 
  

In consideration of the mutual promises contained herein and as a memorialization of the terms of performance of the work described herein, the parties
agree as follows: 
  
 1. Engagement of Consultant. Encore
hereby engages the Consultant for the term of this Agreement to consult with and assist Encore in merger and acquisition activities (including, without limitation, identifying merger and acquisition candidates and advising Encore in any resulting
negotiations), and Consultant agrees to use its commercially reasonable efforts to assist Encore in consummating transactions in contemplation thereof. 
  
 2. Compensation. As consideration for Consultant’s services rendered to the Company under this Agreement, the Company agrees that upon the
closing of a transaction or a series of transactions (each, a “Transaction”, and collectively, the “Transactions”) during the term of this Agreement in which the Company shall acquire, by merger or purchase of all or
substantially all of the assets or outstanding capital stock or other equity securities of, an entity which is not an “affiliate” of the Company, where the aggregate purchase price for any such stock purchases, asset acquisitions or
mergers is equal to or exceeds Twenty-Five Million Dollars ($25,000,000.00) (the “Target Amount”), Encore shall pay to Galen a one-time cash fee equal to One Million Dollars ($1,000,000.00) (the “Success Fee”). Any Success Fee
payable to the Consultant under this Section 2 (i) shall be due immediately upon the closing of one or more Transactions which results in the Company having consummated a Transaction or Transactions equal to or in excess of the Target Amount during
the two-year term of this Agreement, and (ii) shall be payable to the Consultant in immediately available funds. The purchase price for any Transaction shall include (i) any cash paid by the Company, (ii) the fair market value of any securities or
other consideration delivered or issued by the Company, and (iii) the amount of any debt assumed by the Company in such Transaction. 
  
 3. Consultant Business Practices. The Company recognizes that the Consultant is the in the business of advising and consulting with other
businesses for similar services, some of which businesses may be in competition with the Company. The Consultant shall only be required to expend such time and resources as are reasonably appropriate to advise and assist the Company as provided for
herein. 
  
 4. Term of Agreement. The term of this
Agreement shall commence on the date hereof and terminate upon the earlier of (i) payment by the Company of the Success Fee, or (ii) November 18, 2005. 







 5. Relationship of Parties. The parties agree that their relationship under this Agreement is an
advisory relationship only, and nothing in this Agreement shall cause or be deemed to cause the Consultant to be partners, agents or fiduciaries of, or joint venturers with, the Company or with each other. 
  
 6. Notices. All notices required or permitted herein must be in
writing and shall be deemed to have been duly given the first business day following the date of service if served personally, on the first business day following the date of actual receipt if delivered by telecopier, telex or other similar
communication to the party or parties to whom notice is to be given, or on the third business day after mailing if mailed to the party or parties to whom notice is to be given by registered or certified mail, return receipt requested, postage
prepaid, to the Consultant and to the Company at the addresses set forth below, or to such other addresses as either party hereto may designate to the other by notice from time to time for this purpose. 
  
 Consultant: Galen Advisors, LLC 
 610 Fifth Avenue 
 New York, New York 10020

 Attn: Bruce F. Wesson 
 (212)
218-4960 
 Fax: (212) 218-4999 
  
 Company: ENCORE MEDICAL CORPORATION 
 9900 Metric Blvd.

 Austin, Texas 78758 
 Attn:
Harry L. Zimmerman 
 (512) 834-6208 
 Fax: (512) 834-6310 
  
 7. Parties. This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 
  
 8. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, except for its conflicts of
law principles. 
  
 9. Entire Agreement, Waiver. This
Agreement constitutes the entire Agreement between the parties hereto relating to consulting services to be provided by Galen to Encore and supersedes all prior agreements between Galen and Encore regarding consulting services, which prior
agreements, if any, are null and void and shall have no further force or effect, and, from and after the date of this Agreement, neither Galen nor Encore shall have any options, warrants or other rights or privileges or any liabilities or
obligations relating to or arising out of any prior agreement regarding consulting services. This Agreement may not be amended or modified in any way except by subsequent agreement executed in writing by both Galen and Encore. Either Encore or Galen
may waive in writing any term, condition, or requirement under this Agreement which is intended for its own benefit, and written waiver of any breach of such term or 
  

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 condition of this Agreement shall not operate as a waiver of any other breach of such term or condition,
nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. 
  
 10. Miscellaneous. 
  
 10.1 The prevailing party in any legal proceeding based upon this Agreement shall be entitled to reasonable attorney fees and court costs
in addition to any other recoveries allowed by law. 
  
 10.2 The parties hereto agree that irreparable damage would result in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that, in the event of any breach or threatened breach of this
Agreement, the parties hereto shall be entitled to injunctive relief or specific performance of the terms hereof in addition to any other remedy at law or equity. All rights and remedies under this Agreement are cumulative rather than exclusive and
shall be in addition to all rights and remedies available to either party at law or in equity. 
  
 10.3 This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. 
  
 10.4 This Agreement shall be deemed to have been jointly prepared by the Company and the Consultant, and the parties hereto agree that no ambiguity herein shall be construed for or against any party hereto based upon
the identity of the author of this Agreement or any portion hereof. 
  
 [Remainder of Page Intentionally Left Blank — Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date written
above. 
  

	 CONSULTANT:
  
 GALEN ADVISORS, LLC,

		
	By:	 	/s/ Bruce F. Wesson
	 	

	 	 	 Name: Bruce F. Wesson
 Title: Senior Manging Member



  

	 COMPANY:
  
 ENCORE MEDICAL CORPORATION

		
	By:	 	/s/ Harry L. Zimmerman
	 	

	 	 	 Harry L. Zimmerman
 Executive Vice President and General Counsel



  

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