-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LzGhzxsQlWw6Gj034hiG0LRdYMrS7W09qGazWlwkOq+fU8dOjEy23WmX4z7KL02U MhYSqP5rZ8xw02YG1+cwnA== 0001144204-07-004908.txt : 20070202 0001144204-07-004908.hdr.sgml : 20070202 20070202113848 ACCESSION NUMBER: 0001144204-07-004908 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 GROUP MEMBERS: KANDERS & COMPANY, INC. GROUP MEMBERS: LANGER PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANGER INC CENTRAL INDEX KEY: 0000725460 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112239561 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36032 FILM NUMBER: 07575062 BUSINESS ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 6136671200 MAIL ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KANDERS WARREN B CENTRAL INDEX KEY: 0000935577 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KANDERS & COMPANY, INC. STREET 2: TWO SOUNDVIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2035529600 MAIL ADDRESS: STREET 1: C/O KANDERS & COMPANY, INC. STREET 2: TWO SOUNDVIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 v064085_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 7

Under the Securities Exchange Act of 1934

Langer, Inc.

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(Name of Issuer)

Common Stock, $0.02 par value

(Title of Class of Securities)

515707107

(CUSIP Number)

Langer Partners, LLC

Kanders & Company, Inc.

Warren B. Kanders

One Landmark Square

Stamford, CT 06901

(203) 552-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 23, 2007

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

SCHEDULE 13D

CUSIP No. 515707107

Page 2 of 8 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Langer Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ࿇
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,506,856
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,506,856
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,506,856
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ࿇
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%
14	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 515707107

Page 3 of 8 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kanders & Company, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* n/a
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ࿇
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 475,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 475,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ࿇
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 515707107

Page 4 of 8 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warren B. Kanders
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* n/a
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ࿇
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 943,219
		8	SHARED VOTING POWER 1,981,856
		9	SOLE DISPOSITIVE POWER 943,219
		10	SHARED DISPOSITIVE POWER 1,981,856
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,925,075
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ࿇
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

The Schedule 13D filed February 23, 2001 (the "Schedule 13D") by Langer Partners, LLC, Kanders & Company, Inc., and Warren B. Kanders with respect to shares of common stock, par value $.02 per share, of Langer, Inc., a Delaware corporation, as amended by Amendments Nos. 1, 2. 3, 4, 5 and 6 to the Schedule 13D, is hereby further amended by this Amendment No. 7 to the Schedule 13D. Information contained in this Amendment is as of the date hereof, unless otherwise expressly provided herein.

Item 3.

Source and Amount of Funds or Other Consideration.

The shares acquired as reported in Section 5(c) of this Amendment were acquired in exchange for services rendered and to be rendered by one or more of the Reporting Persons.

Item 4.

Purpose of Transaction.

The Reporting Persons are reporting their agreement to vote in favor of the approval and ratification of the issuance of an aggregate of $28,880,000 of the Company's 5% Convertible Subordinated Notes (the "5% Notes") and the issuance of 6,183,492 shares of common stock issuable upon conversion of the 5% Notes. As reported in Item 5 of this Amendment No. 7, Warren B. Kanders holds $2,000,000 of the 5% Notes, which are convertible into 428,219 shares of the Company's Common Stock.

Item 5.

Interest in Securities of the Issuer.

(a)

Beneficial Ownership.

(1)

Kanders & Co. beneficially owns (i) options (the “Kanders & Co. Option Shares”) to purchase an aggregate of 100,000 shares of Common Stock, (ii) 100,000 shares which were issued to Kanders & Co. as a restricted stock award (the "RSA Vested Shares"), and the 275,000 shares (the "Kanders & Co. Outstanding Shares") acquired by purchase on the open market. The aggregate of shares beneficially owned by Kanders & Co. Option Shares consti-tute 3.8% of the Issuer’s outstanding shares of Common Stock.

(2)

Langer LLC beneficially owns (i) 1,491,856 shares of Common Stock which are presently issued and outstanding (the "LLC Outstanding Shares"), and (ii) warrants issued September 30, 2004 (the "Warrants") to purchase 15,000 shares (the "Warrant Shares") of Common Stock. The foregoing shares collectively constitute 12.1% of the Issuer’s outstanding shares of Common Stock.

(3)

Warren B. Kanders (i) directly owns options to purchase 515,000 shares (the "WBKanders Option Shares"), (ii) as trustee for a member of his family, owns $2,000,000 of the Issuer's 5% convertible subordinated notes due December 7, 2011 (the "5% Notes"), which are convertible into 428,219 shares (the "5% Note Conversion Shares") of Common Stock, and the 500,000 shares (the "WBKanders Unvested RSA Shares") described in paragraph 5(c) of this Amendment No. 7. The WBKanders Option Shares, the 5% Note Conversion Shares and the WBKanders Unvested RSA Shares constitute 8.4% of the Issuer's outstanding Common Stock. (As indicated in paragraph 5(c), the WBKanders Unvested RSA Shares are not presently outstanding and carry no voting rights at the present time.)

5 of 8

(4)

Warren B. Kanders, the sole shareholder and sole director of Kanders & Co., and the sole voting member and manager of Langer LLC, may be considered the beneficial owner of (i) the Kanders & Co. Option Shares, as to which Mr. Kanders disclaims beneficial ownership, (ii) the LLC Outstanding Shares, as to which Mr. Kanders disclaims beneficial ownership, (iii) the 5% Note Conversion Shares and Warrant Shares, as to which Mr. Kanders disclaims beneficial ownership, (iv) the Kanders & Co. Outstanding Shares, as to which Mr. Kanders disclaims beneficial ownership. All such securities, together with the WBKanders Option Shares and the WBKanders Unvested RSA Shares would constitute 23.5% of the Issuer’s outstanding shares of Common Stock, assuming the exercise or conversion of the aforesaid options, warrants and 5% Notes, and the vesting of the WBKanders Unvested RSA Shares.

Each of the above percentage calculations is based upon an aggregate of 12,491,968 shares of Common Stock outstanding, which represents the sum of (i) 10,062,373 shares outstanding as reported by the Issuer on its Quarterly Report on Form 10-Q for the Quarter ended September 30, 2006, (ii) 379,167 shares issued in connection with the Issuer's acquisition of assets from Regal Medical Supply, LLC, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on January 12, 2007, (iii) 999,375 shares issued in connection with the Issuer's acquisition of the capital stock of Twincraft, Inc., as reported in the Issuer's Current Report on Form 8-K filed with the Commission on January 29, 2007, and (iv) 1,058,219 shares acquirable by the Reporting Persons under the options, warrants and 5% Notes owned by the Reporting Persons, but not including the WBKanders Unvested RSA Shares, which will not have voting rights for at least the next 15 months.

(b)

Voting and dispositive power.

(i)

Kanders & Co. may be deemed to share the power to vote and dispose of (A) the Kanders & Co. Option Shares (which cannot be voted until they are issued and outstanding), (B) the RSA Vested Shares, and (C) the Kanders & Co. Outstanding Shares, with Warren B. Kanders, its sole shareholder.

(ii)

Langer LLC may be deemed to share the power to vote and dispose of (A) the 1,491,856 Outstanding Shares, and (B) the 15,000 Warrant Shares (which cannot be voted until they are issued and outstanding) with Warren B. Kanders, its sole voting member and sole manager.

(iii)

Warren B. Kanders:

(A)

has sole power to vote and dispose of the WBKanders Option Shares and the 5% Note Conversion Shares (which cannot be voted until they are issued and outstanding), and

(B)

as the sole shareholder and sole director of Kanders & Co., and as the sole voting member and sole manager of Langer LLC, may be deemed to share the power to vote and dispose of (I) the LLC Outstanding Shares, (II) the Kanders & Co. Outstanding Shares, (III) the RSA Vested Shares and, (IV) when issued upon exercise of the aforesaid options and warrants, (1) the Kanders & Co. Option Shares, and (2) the Warrant Shares;

(C)

if and when the WBKanders Unvested RSA Shares become vested, will have sole voting and dispositive power over such shares, subject to the lock-up agreement which will be in force for 18 months following the vesting of such shares. See paragraph 5(c) below.

6 of 8

The transferability of the Kanders & Co. Option Shares, the WBKanders Option Shares and the RSA Vested Shares is subject to restrictions between the Issuer and Kanders & Co. or Mr. Kanders, as applicable. See Item 5, paragraph (c), as set forth in Amendment No. 4 of this Schedule 13D.

(c)

Transactions within the last 60 days.

Effective January 23, 2007, the Issuer granted a restricted stock award to Mr. Kanders pursuant to the provisions of the Issuer's 2005 Stock Incentive Plan (the "2005 Plan") for 500,000 shares (such shares, the "WBKanders Unvested RSA Shares"). Under the terms of the award, the Kanders RSA Unvested Shares are not presently vested and will vest in the event of change of control of the Company or if and when the Company achieves earnings (excluding non-recurring events in the discretion of the Company's Board of Directors) before interest, taxes, depreciation and amortization ("EBITDA") of at least an aggregate of $10,000,000 in any four consecutive calendar quarters, as reflected in the Company's Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, as applicable, commencing with the quarter beginning January 1, 2007. In the event of a divestiture of a business unit of the Company, EBITDA for any such period of four quarters that includes the date of the divestiture shall be the greater of (i) the actual EBITDA for the relevant four quarters, and (ii) the sum of (A) the actual EBITDA through the date of divestiture and (B) the actual EBITDA from the date of divestiture less EBITDA attributable to the divested portion of the business, plus an amount equal to 20% of the purchase price paid to the Company in the divestiture. The shares may not be transferred for a period of 18 months following the vesting of the shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Mr. Kanders has agreed (i) not to convert the 5% Notes into the 5% Note Conversion Shares prior to the date on which the stockholders of the Company have approved the issuance of the shares pursuant to the 5% Notes, and (ii) to vote the outstanding shares of common stock owned or controlled by him in favor of ratification and approval of the issuance of the 5% Notes and the shares of common stock issuable upon conversion of the 5% Notes.

Item 7.

Material to be Filed as Exhibits.

99.1

Form of Letter Agreement re non-conversion of 5% Notes.

99.2

Form of Voting Agreement re Approval and Ratification of 5% Notes and Common Stock issuable upon Conversion of 5% Notes.

[Signature Page Follows:]

7 of 8

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned each certifies that the information set forth in this statement is true, complete and correct.

Date: February 1, 2007

	Langer Partners, LLC By: /s/Warren B. Kanders Warren B. Kanders, Sole Voting Member and Manager
	Kanders & Company, Inc. By: /s/Warren B. Kanders Warren B. Kanders, President
	/s/Warren B. Kanders Warren B. Kanders

8 of 8

EX-99.1 2 v064085_ex99-1.htm

January ___, 2007

Langer, Inc.

450 Commack Road

Deer Park, NY 11729

Re:

5% Convertible Subordinated Notes due December 7, 2011 of Langer, Inc.

Ladies and Gentlemen:

The undersigned is a holder (“Holder”) of Langer, Inc.’s (the “Company”) 5% convertible subordinated notes due December 7, 2011 (the “Notes”). The Holder’s Note is one of a duly authorized issue of Notes, aggregating $28,880,000.00 in principal amount issued pursuant to a certain Convertible Subordinated Note Purchase Agreement, dated as of December 7, 2006, between the Company and the Purchasers named in the Purchase Agreement. The Holder’s Note represents the principal amount set forth underneath the Holder’s signature below. The Notes are immediately convertible into shares of common stock, par value $0.02 per share (“Common Stock”), of the Company at the option of the Holder at an initial price of $4.75 per share.

The Company has asked the Holder to agree to not convert its Notes into shares of Common Stock prior to the approval by the Company’s shareholders of the issuance of the Conversion Shares. In order to induce the Holder to agree to the Company’s request, the Company has obtained voting agreements from holders of more than _% of its Common Stock agreeing to vote their shares in favor of the ratification and approval of the issuance of the notes and the issuance of the shares issuable upon conversion of the Notes. In addition, the Company agrees that prior to March 1, 2007 it will file a proxy statement or information statement with the Securities and Exchange Commission to either call a special meeting of shareholders or solicit written consents of shareholders to obtain such approval as soon as reasonably practicable.

Accordingly, the Holder hereby covenants and agrees not to convert its Note into shares of Common Stock prior to the date on which shareholders of the Company have approved the issuance of the Conversion Shares, such approval to comply with Regulation 14A or 14C promulgated under the Securities Exchange Act of 1934, as amended. Furthermore, the Holder acknowledges that the Company can make no assurance that all other holders of the Notes will enter into similar agreements with the Company not to convert their Notes.

The Company hereby acknowledges that the covenant and agreement of the Holder contained in this letter is granted only for the limited purposes set forth herein and, except as set forth herein, all other terms and provisions of the Note continue in full force and effect.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

	Very truly yours, [NAME OF HOLDER] By: Name: Title: Principal amount of Holder’s Note: $__________

ACKNOWLEDGED AND AGREED: LANGER, INC. By: Name: Title:

EX-99.2 3 v064085_ex99-2.htm

VOTING AGREEMENT

VOTING AGREEMENT (this “Agreement”), dated as of January , 2007, by and among the undersigned holder (the “Stockholder”) of shares of common stock, $0.02 par value (the “Common Stock”) of Langer, Inc., a Delaware corporation (the “Company”).

WHEREAS, on December 4, 2006, the Company entered into a note purchase agreement, with investors who purchased an aggregate of $28,880,000 of the Company’s 5% Convertible Subordinated Notes due December 7, 2011 (the “Notes”) which (i) are immediately convertible into up to 6,080,000 shares of the Company’s common stock, $0.02 par value (the “Conversion Shares”), at a conversion price of $4.75 per share, subject to adjustment, (ii) provide for interest payable semi-annually at the rate of 5% per annum (ii) have principal due December 7, 2011, (iii) are callable and redeemable for cash by the Company after December 7, 2007, and (iv) provide for registration of the Conversion Shares not later than September 30, 2007;

WHEREAS, the Company previously disclosed the issuance of the Notes as well as filed the Notes and its related transaction documents (collectively, the “Notes Transaction Documents”) as exhibits to its Current Report on Form 8-K (the “Notes 8-K”) filed with the Securities and Exchange Commission on December 14, 2006; and

WHEREAS, the Stockholder is the record and beneficial owner of the shares of Common Stock set forth on the signature page of this Agreement (such shares, together with any shares of capital stock of the Company acquired by the Stockholder or as to which the Stockholder acquires direct or indirect voting or investment power after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”).

NOW, THEREFORE, in consideration of the premises representations, warranties, covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Agreements of the Stockholder. At any meeting of the Stockholders of the Company held prior to the Termination Date (as defined in Section 3 below), however called, and at every adjournment thereof prior to the Termination Date, or in connection with any written consent of the Stockholders of the Company, the Stockholder shall vote the Subject Shares in favor of the ratification and approval of the issuance of (i) the Notes, and (ii) the Conversion Shares issuable upon conversion of the Notes. Prior to the Termination Date, the Stockholder shall not enter into any agreement or understanding with any Person to vote, grant any proxy or give instructions with respect to the voting of the Subject Shares in any manner inconsistent with the preceding sentence. Prior to the Termination Date, the Stockholder shall not deposit any of the Subject Shares into a voting trust or enter into any agreement, other than this Agreement, with respect to any of the Subject Shares, and shall not take any other action, directly or indirectly, that would restrict, limit, or interfere with the performance by the Stockholder of the Stockholder's obligations hereunder.

2. Representations and Warranties of the Stockholders. The Stockholder is, as of the date hereof, the beneficial owner of, or has direct or indirect voting power over, the Subject Shares set forth beneath the Stockholder's name on the signature page hereto and the Stockholder has the right to vote such Subject Shares as set forth herein. The Stockholder has the right, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Stockholder and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The actions by the Stockholder taken pursuant to the terms hereof will not (A) conflict with or violate any court order, writ, injunction, judgment or decree applicable to the Stockholder or by which any of the Stockholder’s assets may be bound or affected, or (B) result in any breach of any terms or conditions of, or constitute a default under, any contract, agreement or instrument to which the Stockholder is a party or by which the Stockholder is bound. The Stockholder acknowledges and agrees by signing below that it has had an opportunity to review the Notes 8-K and the Notes Transaction Documents.

3. Miscellaneous.

(a) This Agreement shall terminate, and be of no further force or effect, automatically without any further action on the part of any parties hereto, on July 1, 2007 (the “Termination Date”). Nothing in this Agreement shall relieve any party from liability for any breach of this Agreement.

(b) This Agreement may be amended only by a written instrument signed by the parties hereto. No waiver by any party hereto of any of the provisions hereof shall be effective unless set forth in a writing executed by the party so waiving.

(c) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law principles.

(d) All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, telecopied (with confirmation of receipt), one day after deposit with a reputable overnight delivery service (charges prepaid), and three days after deposit in the U.S. Mail (postage prepaid and return receipt requested) to the principal address of such party or such other address as the recipient party has previously delivered notice to the sending party

(e) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to such subject matter.

(f) This Agreement may be executed in separate counterparts (including by means of telecopied signature pages), and by different parties on separate counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(g) If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement and the provision held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of the Stockholder as of the date first above written.


	STOCKHOLDER

	By:
		Name:

		Common Stock Owned: ________ shares


	LANGER, INC.

	By:	/s/
		Name: Title:

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