EMPLOYMENT AGREEMENT


         AGREEMENT dated as of the 2nd day of January 2002, by and between
HANGER ORTHOPEDIC GROUP, INC., a Delaware corporation (the "Company"), and
THOMAS F. KIRK (the "Executive").

         WHEREAS, the Executive desires to be employed by the Company pursuant
to a five-year Employment Agreement that expires on December 31, 2006; and

         WHEREAS, the Company desires to employ the Executive and the Executive
desires to continue to accept such employment by the Company, subject to the
terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the promises and mutual agreements
set forth below, both parties agree as follows:

         1. Employment, Term.

         1.1 Employment. The Company agrees to employ the Executive in the
position and with the responsibilities, duties, and authority set forth in
Section 2.

         1.2 Term. The term of the Executive's employment under this Agreement
shall commence as of the date hereof, and shall terminate on the fifth
anniversary of the date hereof, unless extended or sooner terminated in
accordance with this Agreement.

         1.3 Automatic Extension. As of the first anniversary date hereof, and
as of each subsequent anniversary ("Automatic Renewal Date"), unless either
party shall have given notice of non-extension prior to such Automatic Renewal
Date, the term of this Agreement shall be extended automatically for a period of
one year.

         1.4 Office. The Executive's principal office will be in Bethesda, MD.

         2. Position, Duties.

         The Executive shall serve the Company in the position of President and
Chief Operating Officer, and shall be duly appointed a member of the Board of
Directors. The Executive shall perform, faithfully and diligently, the duties
appropriate to said position, which shall include responsibility for all of the
Company's operating units, divisions, and partially or wholly-owned
subsidiaries, and corporate staff units such as: information technology, human
resources, materials management and purchasing, real estate, legal, regulatory,
compliance, and strategic planning/corporate development, as well as those
responsibilities that shall be assigned to him from time to time by the Chief
Executive Officer and the Board of Directors of the Company. The Executive shall
devote his full business time and attention to the performance of his duties and
responsibilities hereunder.



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         3. Salary, Incentive Bonus, Stock Options, Other Benefits.

         3.1 Salary. During the term of the Agreement, the Company shall pay to
the Executive a minimum base salary at the rate of $450,000 per annum, payable
in accordance with the standard payroll practices of the Company. The Executive
shall be entitled to such increases in base salary during the term hereof, as
shall be determined and approved by the Compensation Committee of the Board of
Directors of the Company in their sole discretion, taking account of the
performance of the Company and the Executive, and other factors generally
considered relevant to the salaries of executives holding similar positions with
enterprises comparable to the Company.

         3.2 Bonus. (a) In addition to the base salary provided for in Section
3.1, the Executive shall participate in the Company's current bonus plan for
senior corporate officers (the "Bonus Plan"), as approved by the Compensation
Committee of the Board of Directors, in each calendar year of the Company
falling during the term of this Agreement. The target bonus for Executive will
be at least 75% of base salary if performance goals are met, and up to 150% of
salary if performance goals are exceeded. The bonus shall be payable upon or
within a reasonable period of time after the receipt of the Company's audited
financial statements for the applicable calendar year in accordance with the
Company's normal practices.

         (b) In the event of termination of employment of the Executive pursuant
to Section 6.1 (Death), Section 6.2 (Disability), Section 6.4 (Without Cause),
Section 6.5 (Voluntary Termination) or Section 7 of this Agreement, and provided
that all of terms and conditions of the Plan are satisfied including, but not
limited to, the attainment of stated objectives, the Executive (or his estate or
other legal representative) shall be entitled to a pro-rated bonus in years
subsequent to 2003 for the calendar year in which such termination takes place
in amount equal to the product of (i) the bonus for such calendar year
determined pursuant to Section 3.2 (at a minimum amount of 100% of targeted
bonus), multiplied by (ii) a fraction, the numerator of which is the number of
days from the beginning of such calendar year to the date of termination, and
the denominator of which is 365. In the event of the termination of employment
of the Executive pursuant to Section 6.3 (Due Cause) of this Agreement, the
Executive shall not be entitled to a bonus for the calendar year of the Company
in which such termination takes place.

         3.3 Stock Options. (a) In recognition of the Executive's efforts during
2001 to improve shareholder value and as an incentive to have Executive join the
Company, the Company shall grant to Executive options to purchase three hundred
fifty thousand (350,000) shares of common stock, $.01 par value per share (the
"Stock"), pursuant to the terms of the 1991 Stock Option Plan, as amended, of
the Company, upon execution of this agreement, pursuant to Section 1.2 of this
agreement. Such options shall be valued at the closing price of the Company's
common stock on the day of execution of this agreement. The Company shall also
grant to Executive options to purchase a minimum of one hundred thousand
(100,000) shares of Stock, on each of the first, second, and


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third anniversaries of this Agreement. Options grants subsequent to this initial
three year period shall be based upon targets adopted annually by the Board of
Directors, which are derived from management generated budgets.

         (b) The options provided in subparagraph (a) shall be evidenced by a
stock option agreement ("Option Agreement") entered into between the Executive
and the Company, which agreement shall provide for a vesting schedule of four
years, in equal parts, of the Options. Notwithstanding any provisions now or
hereafter existing under the 1991 Stock Option Plan, as amended, all options
granted pursuant to this Agreement shall vest in full in the event of the
termination of employment of the Executive pursuant to Section 6.1 (Death),
Section 6.2 (Disability), Section 6.4 (Without Cause), Section 6.5 (Voluntary
Termination), or Section 7 of this Agreement.

         (c) Notwithstanding any provisions now or hereafter existing under the
1991 Stock Option Plan, as amended, in the event of a Change in Control
(hereinafter defined), all options to purchase shares of Stock awarded to the
Executive shall become fully vested as of the date of such Change in Control.

         (d) For purposes of this Agreement, a Change in Control shall be deemed
to exist if:

         (i) a person, as defined in Sections 13(d) and 14(d) of the Securities
         Exchange Act of 1934 (other than the Executive or a group including the
         Executive), either (A) acquires twenty percent (20%) or more of the
         combined voting power of the outstanding securities of the Company
         having the right to vote in elections of directors and such acquisition
         shall not have been approved within sixty (60) days following such
         acquisition by a majority of the Continuing Directors (as hereinafter
         defined) then in office or (B) acquires fifty percent (50%) or more of
         the combined voting power of the outstanding securities of the Company
         having a right to vote in elections or directors; or

         (ii) Continuing Directors shall for any reason cease to constitute a
         majority of the Board of Directors of the Company; or

         (iii) all or substantially all of the business and/or the Company are
         disposed of by the Company to a party or parties other than a
         subsidiary or other affiliate of the Company, pursuant to a partial or
         complete liquidation of the Company, sale of assets (including stock of
         a subsidiary of the Company) or otherwise; or

         (iv) the Board of Directors approves any of the following: the Company
         consolidates with, or merges with or into, any other person (other than
         a wholly owned subsidiary of the Company), or any other person
         consolidates with, or merges with or into, the Company, and, in
         connection therewith, all or part of the outstanding shares of common
         stock shall be changed in any


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         way or converted into or exchanged for stock or other securities or
         cash or any other property.

         (e) For purposes of this Agreement, the term "Continuing Director"
shall mean a member of the Board of Directors of the Company who either was a
member of the Board of Directors on the date hereof or who subsequently became a
Director and whose election, or nomination for election, was approved by a vote
of at least two-thirds of the Continuing Directors then in office.

         (f) Executive may participate in future awards of options to purchase
Stock in a manner consistent with any stock option plan adopted by the Company
for its senior corporate officers. The determination as to the amount of
options, if any, shall be at the sole discretion of the Board of Directors of
the Company, pursuant to Section 3.3.

         3.4 Senior Corporate Officer Benefits. The Executive shall be entitled
to participate in whatever benefit plans are now existing or hereinafter adopted
by the Company's Board of Directors for the senior corporate officers of the
Company. Upon a Change in Control, any interest, which the Executive has, in any
future Supplement Executive Retirement Plan or deferred compensation plan shall
immediately vest.

         3.5 Car Allowance and Parking. The Executive shall receive a luxury
automobile leased by the Company, under the same terms and conditions as enjoyed
by other senior corporate officers of the Company, which terms shall include
reimbursement for all fuel, toll, maintenance, insurance, and upkeep costs
associated with the vehicle. A reserved parking space shall be provided as part
of the Company's allocated parking spaces.

         3.6 Parachute Penalties. The Company agrees to provide Executive with
payment sufficient to provide a gross-up of any excise, income, and other taxes
resulting from the imposition of the parachute penalties of the Internal Revenue
Code or applicable sales tax laws.

         3.7 Local Residence. The Company agrees to provide Executive with a
leased, furnished residence, of Executive's choosing, of not less than 2,000
square feet, including all utilities, fees, and garage charges, excluding
telephones, within a three (3) mile radius of the corporate headquarters.

         3.8 Other. The Company agrees to provide Executive with a desktop and
laptop computer for his use while in the office and the local residence. In
addition, the Company shall reimburse the Executive up to $3,000 per year for
out-of-pocket expenses for financial and tax planning, and provide life
insurance payable to the Executive's beneficiary of not less than two (2) times
the Executive's base salary. The Company agrees to reimburse Executive's travel
costs between Bethesda, Maryland and the Executive's primary residence, until
the Executive occupies the local residence described in Section 3.7.


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         4.       Expense Reimbursement.

         During the term of this Agreement, the Company shall reimburse the
Executive for all reasonable and necessary out-of-pocket expenses incurred by
him in connection with the performance of his duties hereunder, upon
presentation of proper accounts in accordance with the Company's policies and
practices for senior corporate officers.

         5. Pension and Welfare Benefits, and Vacation.

         5.1 Benefit Plans. During the term of this Agreement, the Executive
will be eligible to participate in all employee benefit plans and programs
(including, without limitation, 401 (k) Plan, medical, dental, life, and
disability plans of the Company) offered by the Company from time to time to its
senior corporate officers, subject to the provisions of such plans and programs
as in effect from time to time. Executive shall receive first dollar coverage of
all medical, dental, prescription, and vision benefits.

         5.2 Vacation. The Executive shall be entitled to five (5) weeks
vacation per annum, beginning in 2002.

         6. Termination of Employment.

         6.1 Death. In the event of death of the Executive, the Company shall
pay to the estate, or other legal representative of the Executive, the base
salary provided for in Section 3.1 and the Bonus provided for in Section 3.2 (at
the annual rate then in effect) accrued to the date of the Executive's death and
not theretofore paid to the Executive, and an additional twenty-four (24) months
of salary and bonus payments as a death benefit. At the election of the estate
or other legal representative, such payments may be made in a lump sum within
ninety (90) days of election, or as continued salary and bonus payments. The
additional bonus payments shall be calculated by reference to the average annual
bonus received by the Executive in the five years prior to termination in which
Executive received a bonus. In the event five (5) years are not available, the
additional bonus payments shall be calculated by reference to the average annual
bonus for the years received prior to the death of the Executive. Rights and
benefits of the estate or other legal representative of the Executive under the
benefit plans and programs of the Company shall be determined in accordance with
the provisions of such plans and programs.

         6.2 Disability. If the Executive shall become incapacitated by reason
of sickness, accident, or other physical or mental disability and shall be
entitled to payment of benefits under the Company's long term disability plan,
the employment of the Executive may be terminated by the Company or the
Executive. In the event of such termination, the Company shall pay to the
Executive, on a monthly basis, for a period of twenty-four (24) months following
termination, the difference between the Executive's monthly base salary at the
time of termination and the monthly disability pay benefits received by the
Executive. Executive shall also be entitled to annual bonus payments for a
period of twenty-four (24) months following termination, calculated by reference
to the average


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annual bonus received by the Executive in the five (5) years prior to such
termination in which Executive received a bonus. In the event five (5) years are
not available, the additional bonus payments shall be calculated by reference to
the average annual bonus for the years received prior to the death of the
Executive. At the election of the Executive or his legal representative, such
payments may be made in a lump sum within ninety (90) days of election, or as
continued salary and bonus payments. Rights and benefits of the Executive under
the other benefit plans and programs of the Company shall be determined in
accordance with the terms and provisions of such plans and programs.

         6.3 Due Cause. The employment of Executive hereunder may be terminated
by the Company at any time for Due Cause (as hereinafter defined). In the event
of such termination, the Company shall pay to the Executive the base salary
provided for in Section 3.1 (at the annual rate then in effect) accrued to the
date of termination and not theretofore paid to the Executive. Rights and
benefits of the Executive or his transferee under the benefit plans and programs
of the Company, shall be determined in accordance with the provisions of such
plans and programs. For purposes hereof, "Due Cause" shall be defined as (a) the
Executive's willful and continuing failure to discharge duties and
responsibilities under this Agreement, after having been given notice in writing
and opportunity to cure, (b) any material act of dishonesty involving the
Company, or (c) conviction of a felony.

         6.4 Termination by the Company Without Cause. The Company may terminate
the Executive's employment at any time, for whatever reason it deems appropriate
or without reason; provided however, that in the event that such termination is
not pursuant to Section 6.1 (Death); 6.2 (Disability); 6.3 (Due Cause); or 6.5
(Voluntary Termination), the Company shall pay to the Executive severance pay in
the form of salary continuation for a period of twenty-four (24) months,
commencing on the date of termination, at a rate equal to the base salary
provided for in Section 3.1 (at the annual rate then in effect) and one-half the
bonus provided for in Section 3.2 (at the bonus level for the calendar year
preceding such termination); provided, however, that the bonus payment shall be
no less than fifty (50) percent of the targeted bonus for the calendar year
preceding such termination. At Executive's election, the Company shall
accelerate full payment of the severance pay in a lump sum, payable within
ninety (90) days of Executive's election. During the severance pay period, the
Company shall continue to provide life, disability, medical, and dental coverage
for the Executive at the levels which were being provided to the Executive
immediately prior to the termination of his employment (or such other benefits
as shall be provided to senior corporate officers of the Company in lieu of such
benefits from time to time during the severance pay period) on the same basis,
including Company payment of premiums and Company contributions, as such
benefits are provided to other senior corporate officers of the Company and were
provided to the Executive prior to the termination. In addition, the Executive
will be provided with outplacement benefits commensurate with those provided to
other senior corporate officers of the Company through a vendor selected by the
Company. Rights and benefits of the Executive or transferee under the benefit
plans and programs of the Company shall be determined in accordance with the
provisions of such plans and programs.



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         6.5 Voluntary Termination. Executive may terminate his employment with
the Company at any time upon sixty (60) days' prior written notice to the
Company. Except as otherwise provided in this Agreement, rights and benefits of
the Executive or his transferee under the benefit plans and programs of the
Company shall be determined in accordance with provisions of such plans and
programs.

         In the event that Company or the Board of Directors alters the scope of
Employee's position and duties as described in Section 2, without the consent of
the Employee, or Employee experiences any diminution of his base salary,
incentive bonus, stock options, or other benefits as described in Sections 3 and
5 of this Agreement, Employee may terminate his employment with the Company upon
sixty (60) days' prior written notice to the Company, and the Company shall make
payments to the Executive as described in Section 6.4, including severance pay,
all benefits, and outplacement services.

         6.6 Stock Options and Termination. In the event that Executive
terminates employment under Sections 6.1 (Death), 6.2 (Disability), 6.4 (Without
Cause), 6.5 (Voluntary Termination), or Section 7, all outstanding options
granted to Executive shall immediately vest, and Executive (or his estate or
other legal representative, if applicable) shall have one year from termination
in which to exercise such options.

         7. Change In Control and Termination Provisions.

         7.1 Termination Upon Change In Control. If within a two year period
following any Change in Control there occurs:

         (a) any termination of the Executive (other than as set forth in
Section 6.1 (Death), 6.2 (Disability), 6.3 (Due Cause), or 6.5 (Voluntary
Termination) of this Agreement;

         (b) a material diminution of the Executive's responsibilities as
described in Section 2;

         (c) any reduction in the sum of Executive's annual base salary and
bonus under the Company's Bonus Plan as of the date immediately prior to the
Change in Control;

         (d) any failure to provide the Executive with benefits at least as
favorable as those enjoyed by similarly situated senior corporate officers at
the Company under the Company's pension, life insurance, medical, health and
accident, disability or other written employee plans under which the form and/or
amounts of benefits are prescribed in applicable documents.



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         (e) any relocation of the Executive's principal site of employment to a
location more than twenty-five (25) miles from the Executive's principal place
of employment as of the date immediately prior to the Change in Control;

         (f) any material breach of this Agreement on the part of the Company;

then, at the option of the Executive, exercisable by the Executive within thirty
(30) days after the occurrence of any of the foregoing events, the Executive may
resign from employment with the Company (or, if involuntarily terminated, give
notice of intention to collect benefits under this Agreement) by delivering a
notice in writing (the "Notice of Termination") to the Company, and shall be
entitled to the severance pay and benefit continuation provisions of Section 6.4
in their entirety, provided, however, that the severance pay shall be the total
of eighteen (18) months of the base pay then in effect and 150% of the targeted
bonus for the calendar year preceding such Notice of Termination, payable, at
Executive's option, either as salary continuation for eighteen (18) months, or
in a lump sum, payable within ninety (90) days of Executive's election.

         8. Confidential Information.

         8.1 Nondisclosure. Unless the Executive secures the Company's written
consent, the Executive will not disclose, use, disseminate, lecture upon, or
publish Confidential Information which he becomes informed of during his
employment, whether or not developed for him for a period of two (2) years after
termination of his employment by the Company.

         8.2 Confidential Information Defined. "Confidential Information" means
information disclosed to the Executive or known by him as a result of his
employment by the Company, not generally known in the industry, about the
Company's services, products, or customers, including, but not limited to,
clinical programs, procedures and protocols, research, operating manuals,
finance strategic planning, client retention, data processing, insurance plans,
risk management, marketing, contracting and selling and employees.

         9.       Interference With the Company.

         The Executive will not, (a) for a period of two (2) years after
termination of his employment by the Company, directly or indirectly (i) engage,
whether as principal, agent, investor, representative, stockholder (other than
as the holder of not more than five (5) percent of the stock or equity of any
corporation the capital stock of which is publicly traded), employee,
consultant, volunteer or otherwise, with or without pay, in any activity or
business venture, anywhere within the continental United States, which is
competitive with the business of the Company on the date of termination, (ii)
solicit or entice or endeavor to solicit or entice way from the Company any
director, officer, employee, agent or consultant of the Company, either on his
own account or for any person, firm, corporation or other organization, whether
or not the person solicited would commit any breach of such person's contract of
employment by reason of leaving the Company's service; (iii) solicit or entice
or endeavor to solicit or entice away any of the clients or Customers of the
Company with the purpose of competing with the business of the Company on the
date of termination, either on his own account or for any other person, firm,

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corporation or organization; or (iv) employ any person who was a director,
officer, or employer of the Company, at any time during the two years preceding
termination of his employment with the Company, unless such person's employment
was terminated by the Company, or any person who is or may be likely to be in
possession of any Confidential Information not generally known in the industry.

         The parties hereto agree that if, in any proceeding, the Court or other
authority shall refuse to enforce covenants set forth in this Section 9, because
such covenants cover too extensive a geographic area or too long a period of
time, any such covenant shall be deemed appropriately amended and modified in
keeping with the intention of the parties to the maximum extent permitted by
law.

         10.      Injunctive Relief.

         In the event that the Company seeks an injunction or similar equitable
relief for the breach or threatened breach of the provisions of Sections 8 or 9
of this Agreement, the Executive agrees that the Executive shall not use the
availability of arbitration in Section 15 hereof as grounds for the dismissal of
any such injunctive action.

         11.      Successors and Assigns.

         11.1 Assignment by the Company. The Company shall require any
successors (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform if no such
succession had taken place. As used in this Section, the "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law and this Agreement shall be
binding upon and inure to the benefit of, the Company, as so defined. The
Company and the Executive agree that the Company may not assign this Agreement
without the express, written consent of the Executive.

         11.2 Assignment by the Executive. The Executive may not assign this
Agreement or any part thereof without the prior written consent of a majority of
the Board of Directors of the Company; provided, however, that nothing herein
shall preclude one or more beneficiaries of the Executive from receiving any
amount that may be payable following the occurrence of his legal incompetency or
his death and shall not preclude the legal representative of his estate from
receiving such amount or from assigning any right hereunder to the person or
persons entitled thereto under his will or, in the case of intestacy, to the
person or persons entitled thereto under the laws of


                                       9


intestacy applicable to his estate. The term "beneficiaries", as used in this
Agreement, shall mean a beneficiary or beneficiaries so designated to receive
any such amount or, if no beneficiary has been so designated, the legal
representative of the Executive (in the event of his incompetency) or the
Executive's estate.

         12. Governing Law.

         This Agreement shall be deemed a contract made under, and for all
purposes shall be construed in accordance with, the laws of the State of
Delaware applicable to contracts to performed entirely within such state. In the
event that a court of any jurisdiction shall hold any of the provisions of this
Agreement to be wholly or partially unenforceable for any reason, such
determination shall not bar or in any way affect the Company's right to relief
as provided for herein thin the courts of any other jurisdiction. Such
provisions, as they relate to each jurisdiction, are, for this purpose,
severable into diverse and independent covenants. Service of process on the
parties hereto at the addresses set forth herein shall be deemed adequate
service of process.

         13. Entire Agreement.

         This Agreement contains all the understandings and representations
between the parties pertaining to the subject matter hereof and supersedes all
undertakings and agreements, whether oral or in writing, previously entered into
by them.

         14. Amendment, Modification, Waiver.

         No provision of this Agreement may be amended or modified unless such
amendment or modification is agreed to in writing and signed by the Executive
and by a duly authorized representative of the Company other than the Executive.
Except as otherwise specifically provided for in this Agreement, no waiver by
either party of any breach by the other party of any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of a
similar or dissimilar provision or condition at the same or any prior or
subsequent time, nor shall the failure of or delay by either party in exercising
any right, power, or privilege hereunder operate as a waiver thereof to preclude
any other or further exercise thereof, or exercise of any other such right,
power, or privilege.

         15. Arbitration.

         The Company and the Executive will attempt amicably to resolve
disagreements and disputes hereunder or in connection with the employment of
Executive by negotiation. If the matter is not amicably resolved through
negotiation, within thirty (30) days after written notice from either party, any
controversy, dispute or disagreement arising out of or relating to this
Agreement, or the branch thereof, will be subject to exclusive, final, and
binding arbitration, which will be conducted in Washington, DC in accordance
with the Labor Arbitration Rules of Procedure of the American Arbitration

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Association. Either party may bring a court action to compel arbitration under
this Agreement or to enforce an arbitration award.

         16. Notices.

         Any notice to be given hereunder shall be in writing and delivered
personally or sent by certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or at such other
address as such party may subsequently designated by like notice:

         If to the Company:

         Hanger Orthopedic Group, Inc.
         2 Bethesda Metro Center, Suite 1200
         Bethesda, MD 20814

         If to the Executive:

         Thomas F.Kirk
         2616 Lighthouse Bend Drive
         Ponte Vedra Beach, FL 32082

         17. Severability

         Should any provision of this Agreement be held by a court or
arbitration panel of competent jurisdiction to be enforceable only if modified,
such holding shall not affect the validity of the remainder of this Agreement,
the balance of which shall continue to be binding upon the parties with any such
modification to become a part hereof and treated as though originally set forth
in this Agreement. The parties further agree that any such court or arbitration
panel is expressly authorized to modify any such unenforceable provision of this
Agreement in lieu of severing such unenforceable provision from this Agreement
in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement, or
by making such other modifications as it deems warranted to carry out the intent
and agreement of the parties as embodied herein to the maximum extent permitted
by law. The parties expressly agree that this Agreement as so modified by the
court or arbitration panel shall be binding upon and enforceable against each of
them. In any event, should one or more of the provisions of this Agreement be
held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof, and
if such provision or provisions are not modified as provided above, this
Agreement shall be construed as if such invalid, illegal, or unenforceable
provisions had never been set forth herein.


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         18. Withholding.

         Anything to the contrary notwithstanding, all payments required to be
made by the Company hereunder to the Executive or his beneficiaries, including
his estate, shall be subject to withholding of such amounts relating to taxes as
the Company may reasonably determine it should withhold pursuant to any
applicable law or regulation. In lieu of withholding such amounts, in whole or
in part, the Company may, in its sole discretion, accept other provisions for
payment of taxes as permitted by law, provided it is satisfied in its sole
discretion that all requirements of law affecting its responsibilities to
withhold such taxes have been satisfied.

         19. Survivorship.

         The respective rights and obligations of the parties hereunder shall
survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.

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

                                  HANGER ORTHOPEDIC GROUP, INC.


                                  By: /s/ Ivan R. Sabel
                                      ------------------------------------------
                                        Ivan R. Sabel, Chairman and Chief
                                        Executive Officer


                                        /s/ Thomas F. Kirk
                                        --------------------------------------
                                        Thomas F. Kirk



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