S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on November 18, 2010

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Hanger Orthopedic Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 8093
(Primary Standard Industrial
Classification Code Number) 84-0904275
(I.R.S. Employer
Identification Number)

10910 Domain Drive, Suite 300
Austin, Texas 78758
(512) 777-3800
(Address, including zip code and telephone number, including area code, of registrant's principal executive offices)

Thomas E. Hartman
Vice President and General Counsel
Hanger Orthopedic Group, Inc.
10910 Domain Drive, Suite 300
Austin, Texas 78758
(512) 777-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Mark T. Plichta
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions pursuant to the exchange offer described herein.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
71/8% Senior Notes due 2018(2)	$200,000,000	100%	$200,000,000	$14,260
Guarantees for the 71/8% Senior Notes due 2018	(3)	(3)	(3)	(3)

(1)

Estimated solely for purposes of determining the registration fee.

(2)

Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933.

(3)

Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the guarantees.

         The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS(1)

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation	Primary Standard Industrial Classification Number		I.R.S. Employer Identification Number
ABi Orthotic/Prosthetic Laboratories, Ltd.	Ohio		8093	31-1521423
Advanced Prosthetics of America, Inc.	Florida		8093	59-3527373
Colorado Professional Medical, Inc.	Colorado		8093	84-1189608
Creative Orthotics & Prosthetics, Inc.	New York		8093	16-1257426
DDOPP Holding LLC	Texas		8093	27-2864581
DiBello's Dynamic Orthotics and Prosthetics Partnership Ltd.	Texas		8093	76-0524096
Dosteon Solutions, LLC	Maryland		8093	None
Elite Care, Incorporated	Arizona		8093	86-0964264
Eugene Teufel & Son Orthotics & Prosthetics, Inc.	Pennsylvania		8093	23-1886523
Hanger Prosthetics & Orthotics East, Inc.	Delaware		8093	23-2582601
Hanger Prosthetics & Orthotics West, Inc.	California		8093	95-2667855
Hanger Prosthetics & Orthotics, Inc.	Delaware		8093	52-1486235
Hattingh Holdings, Inc.	Washington		8093	91-1609952
Inline Orthotic and Prosthetic Systems	California		8093	33-0815938
Innovative Neurotronics, Inc.	Delaware		8093	20-0462819
Linkia, LLC	Maryland		8093	20-0800593
Nebraska Orthotic & Prosthetic Services, Inc.	Nebraska		8093	47-0835869
OPNET, Inc.	Nevada		8093	93-1203565
Orthopedic Rehabilitation Products, Ltd.	Colorado		8093	84-1207359
Southern Prosthetic Supply, Inc.	Georgia		8093	58-0276760
The Brace Shop Prosthetic Orthotic Centers, Inc.	Ohio		8093	31-0818454
Speed Acquisition Vehicle, Inc.	Delaware		8093	27-3864035
Wasatch Orthotics & Pedorthics, LLC	Utah		8093	87-0636552

(1)

The address and telephone number of the principal executive offices for each additional registrant is 10910 Domain Drive, Suite 300, Austin, Texas 78758, (512) 777-3800. The name, address and telephone number of the agent for service for each additional registrant is Thomas E. Hartman, Vice President and General Counsel, Hanger Orthopedic Group, Inc., 10910 Domain Drive, Suite 300, Austin, Texas 78758, (512) 777-3800.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion
Preliminary prospectus dated November 18, 2010

PROSPECTUS

Hanger Orthopedic Group, Inc.

OFFER TO EXCHANGE ALL OUTSTANDING
$200,000,000 7¹/8% Senior Notes due 2018

FOR NEW, REGISTERED
$200,000,000 7¹/8% Senior Notes due 2018

        We are offering, upon the terms and subject to the conditions set forth in this prospectus, to exchange all of our outstanding 7¹/8% Senior Notes due 2018, issued on November 2, 2010 in a private offering, for our new, registered 7¹/8% Senior Notes due 2018.

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The exchange offer expires at 11:59 p.m., New York City time, on                    , 2010, unless we extend it.

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The terms of the new notes are substantially identical to those of the original notes, except that the new notes will not have securities law transfer restrictions and the registration rights relating to the original notes and the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.

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The new notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our existing domestic subsidiaries and certain of our future domestic subsidiaries.

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All outstanding original notes that are validly tendered and not validly withdrawn will be exchanged.

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You may withdraw your tender of original notes any time before the exchange offer expires.

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We will not receive any proceeds from the exchange offer.

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No established trading market for the new notes currently exists. The new notes will not be listed on any securities exchange or included in any automated quotation system.

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The exchange of notes will not be a taxable event for U.S. federal income tax purposes.

See "Risk Factors" beginning on page 16 for a discussion of risk factors that you should consider before deciding to exchange your original notes for new notes.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where such originals notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer (as defined herein) and ending on the close of business one year after such date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

The date of this prospectus is                        , 2010.

TABLE OF CONTENTS

	Page
Disclosure Regarding Forward-Looking Statements		i
Prospectus Summary		1
Risk Factors		16
Use of Proceeds		24
Capitalization		25
The Exchange Offer		27
Selected Consolidated Financial Information and Other Data		36
Description of Certain Indebtedness		38
Description of New Notes		40
Material U.S. Federal Income Tax Considerations		90
Plan of Distribution		92
Legal Matters		93
Experts		93
Where You Can Find More Information		93

        In this prospectus, unless the context indicates otherwise and except as expressly set forth in the section captioned "Description of New Notes," the terms the "Company," "we," "us" and "our" refer to Hanger Orthopedic Group, Inc. and its consolidated subsidiaries.

        In this prospectus, except as expressly set forth in the section captioned "Description of New Notes," we refer to our outstanding 7¹/8% Senior Notes due 2018 as the "original notes" and we refer to our new, registered 7¹/8% Senior Notes due 2018 as the "new notes." Any reference to "notes" in this prospectus refers to the original notes and the new notes collectively, unless the context requires a different interpretation.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide you without charge upon your request, a copy of any documents that we incorporate by reference, other than exhibits to those documents that are not specifically incorporated by reference into those documents. You may request a copy of a document by writing to Thomas E. Hartman, Vice President and General Counsel, Hanger Orthopedic Group, Inc., 10910 Domain Drive, Suite 300, Austin, Texas 78758, or by calling Mr. Hartman at (512) 777-3800. To ensure timely delivery, you must request the information no later than five business days before the completion of the exchange offer. Therefore, you must make any request on or before                     , 2010.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        Some of the statements contained in or incorporated by reference in this prospectus discuss our plans and strategies for our business or make other forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act. The words "anticipates," "believes," "estimates," "expects," "plans," "intends" and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management; however, various risks, uncertainties and contingencies could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, these statements, including the following:

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the demand for our orthotic and prosthetic services and products;

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our ability to integrate effectively the operations of businesses that we have acquired and plan to acquire in the future;

i

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our ability to enter into national contracts;

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our ability to maintain the benefits of our performance improvement plans;

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our ability to attract and retain qualified orthotic and prosthetic practitioners;

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changes in federal Medicare reimbursement levels and other governmental policies affecting orthotic and prosthetic operations;

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our indebtedness, the impact of changes in prevailing interest rates and the availability of favorable terms of equity and debt financing to fund the anticipated growth of our business;

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changes in, or failure to comply with, federal, state and/or local governmental regulations; and

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liabilities relating to orthotic and prosthetic services and products and other claims asserted against us.

        For a discussion of important risk factors affecting our business and risks related to an investment in our securities, including factors that could cause actual results to differ materially from results referred to in the forward-looking statements, see "Risk Factors" in this prospectus. We do not have any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

ii

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should carefully read this entire prospectus, including "Risk Factors," and the documents we incorporate by reference into this prospectus.

Our Company

Overview

        We are the largest owner and operator of orthotic and prosthetic ("O&P") patient-care centers ("patient-care centers") in the United States, accounting for approximately 27% of the estimated $2.6 billion O&P patient-care market in the United States. At September 30, 2010, we operated in excess of 675 O&P patient-care centers in 45 states and the District of Columbia with over 3,800 employees including over 1,100 revenue-generating O&P practitioners ("practitioners"). In addition, through our wholly-owned subsidiary, Southern Prosthetic Supply, Inc. ("SPS"), we are the largest distributor of branded and private label O&P devices and components in the United States, all of which are manufactured by third parties. We also introduce new technologies, through our wholly-owned subsidiary, Innovative Neurotronics, Inc. ("IN, Inc."), for patients who have had a loss of mobility due to strokes, multiple sclerosis or other similar conditions. Another subsidiary, Linkia LLC ("Linkia"), develops programs to manage all aspects of O&P patient care for large private payors.

        For the year ended December 31, 2009 and the twelve months ended September 30, 2010, our net sales were $760.1 million and $796.0 million, respectively. We conduct our operations primarily in two reportable segments—patient-care services and distribution. For the year ended December 31, 2009, net sales attributable to our patient-care services segment and distribution segment were $670.4 million and $88.0 million, respectively, and for the twelve months ended September 30, 2010, net sales attributable to our patient-care services segment and distribution segment were $700.5 million and $93.6 million, respectively.

Patient Care Services

        In our orthotics business, we design, fabricate, fit and maintain a wide range of standard and custom-made braces and other devices (such as spinal, knee and sports-medicine braces) that provide external support to patients suffering from musculoskeletal disorders, such as ailments of the back, extremities or joints and injuries from sports or other activities. In our prosthetics business, we design, fabricate, fit and maintain custom-made artificial limbs for patients who are without limbs as a result of traumatic injuries, vascular diseases, diabetes, cancer or congenital disorders. O&P devices are increasingly technologically advanced and are custom-designed to add functionality and comfort to patients' lives, shorten the rehabilitation process and lower the cost of rehabilitation.

        Patients are referred to our local patient-care centers directly by physicians as a result of our reputation with them or through our agreements with managed care providers. Practitioners, technicians and office administrators staff our patient-care centers. Our practitioners generally design and fit patients with, and the technicians fabricate, O&P devices as prescribed by the referring physician. Following the initial design, fabrication and fitting of our O&P devices, our technicians conduct regular, periodic maintenance of O&P devices as needed.

        Our practitioners are also responsible for managing and operating our patient-care centers and are compensated, in part, based on their success in managing costs and collecting accounts receivable. We provide centralized administrative, marketing and materials management services to take advantage of economies of scale and to increase the time practitioners have to provide patient care. In areas where we have multiple patient-care centers, we also utilize shared fabrication facilities where technicians fabricate devices for practitioners in that region.

1

Distribution Services

        We distribute O&P components to the O&P market as a whole and to our own patient-care centers through our wholly-owned subsidiary, SPS, which is the nation's largest O&P distributor. SPS maintains an inventory of over 28,000 O&P related items, all of which are manufactured by other companies. SPS maintains distribution facilities in California, Florida, Georgia, Pennsylvania, and Texas, which allows us to deliver products via ground shipment anywhere in the United States within two business days.

        Our distribution business enables us to:

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lower our material costs by negotiating purchasing discounts from manufacturers;

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reduce our patient-care center inventory levels and improve inventory turns through centralized purchasing control;

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quickly access prefabricated and finished O&P products;

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perform inventory quality control;

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encourage our patient-care centers to use clinically appropriate products that enhance our profit margins; and

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coordinate new product development efforts with key vendor "partners."

This is accomplished at competitive prices as a result of our direct purchases from manufacturers.

        Marketing of our distribution services is conducted on a national basis through a dedicated sales force, print and e-commerce catalogues and exhibits at industry and medical meetings and conventions. We direct specialized catalogues to segments of the healthcare industry, such as orthopedic surgeons, physical and occupational therapists, and podiatrists.

Product Development

        IN, Inc. specializes in product development principally in the field of functional electrical stimulation. IN, Inc. identifies emerging MyoOrthotics Technologies® developed at research centers and universities throughout the world that use neuromuscular stimulation to improve the functionality of an impaired limb. MyoOrthotics Technologies® represents the merging of orthotic technologies with electrical stimulation. Working with the inventors under licensing and consulting agreements, IN, Inc. commercializes the design, obtains regulatory approvals, develops clinical protocols for the technology, and then introduces the devices to the marketplace through a variety of distribution channels. IN, Inc.'s first product, the WalkAide System ("WalkAide"), has received FDA approval, achieved ISO 13485:2004 and ISO 9001:2000 certification, as well as the European CE Mark, which are widely accepted quality management standards for medical devices and related services. Additionally, in September 2007, the WalkAide earned the esteemed da Vinci Award for Adaptive Technologies from the National Multiple Sclerosis Society which honors outstanding engineering achievements in adaptive and assistive technology that provide solutions to accessibility issues for people with disabilities. In November 2008, the Centers for Medicare and Medicaid Services overturned a non-coverage decision and assigned a specific E-code to the WalkAide, which is reimbursable for beneficiaries with foot drop due to incomplete spinal cord injuries. The code was effective January 1, 2009. We continue to work on clinical trials to qualify the device for reimbursement for stroke patients. The WalkAide is sold in the United States through our patient care centers and SPS. IN, Inc. is also marketing the WalkAide internationally through licensed distributors.

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Provider Network Management

        Linkia is the first provider network management service company dedicated solely to serving the O&P market. Linkia is dedicated to managing the O&P services of national and regional insurance companies. Linkia partners with healthcare insurance companies by securing a national or regional contract either as a preferred provider or to manage their O&P network of providers. Linkia's network now totals approximately 1,000 O&P provider locations. As of September 30, 2010, Linkia had 43 contracts with national and regional providers.

Industry Overview

        We estimate that the U.S. O&P patient care market is approximately $2.6 billion, of which we account for approximately 27%. The O&P patient care services market is highly fragmented and is characterized by local, independent O&P businesses, with the majority generally having a single facility with annual revenues of less than $1.0 million. We do not believe that any of our patient care competitors account for a market share of more than 2% of the country's total estimated O&P patient care services revenue.

        The care of O&P patients is part of a continuum of rehabilitation services including diagnosis, treatment and prevention of future injury. This continuum involves the integration of several medical disciplines that begins with the attending physician's diagnosis. A patient's course of treatment is generally determined by an orthopedic surgeon, vascular surgeon or physiatrist, who writes a prescription and refers the patient to an O&P patient care services provider for treatment. A practitioner then, using the prescription, consults with both the referring physician and the patient to formulate the design of an orthotic or prosthetic device to meet the patient's needs.

        The O&P industry is characterized by stable, recurring revenues, primarily resulting from the need for periodic replacement and modification of O&P devices. Based on our experience, the average replacement time for orthotic devices is one to three years, while the average replacement time for prosthetic devices is three to five years. There is also an attendant need for continuing O&P patient care services. In addition to the inherent need for periodic replacement and modification of O&P devices and continuing care, we expect the demand for O&P services will continue to grow as a result of several key trends, including:

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Aging U.S. Population.  The growth rate of the over-65 age group is nearly triple that of the under-65 age group. There is a direct correlation between age and the onset of diabetes and vascular disease, which are the leading causes of amputations. With broader medical insurance coverage, increasing disposable income, longer life expectancy, greater mobility expectations and improved technology of O&P devices, we believe the elderly will increasingly seek orthopedic rehabilitation services and products.

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Growing Physical Health Consciousness.  The emphasis on physical fitness, leisure sports and conditioning, such as running and aerobics, is growing, which has led to increased injuries requiring orthopedic rehabilitative services and products. These trends are evidenced by the increasing demand for new devices that provide support for injuries, prevent further or new injuries or enhance physical performance.

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Increased Efforts to Reduce Healthcare Costs.  O&P services and devices have enabled patients to become ambulatory more quickly after receiving medical treatment in the hospital. We believe that significant cost savings can be achieved through the early use of O&P services and products. The provision of O&P services and products in many cases reduces the need for more expensive treatments, thus representing a cost savings to third-party payors.

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Advancing Technology.  The range and effectiveness of treatment options for patients requiring O&P services have increased in connection with the technological sophistication of O&P devices.

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Advances in design technology and lighter, stronger and more cosmetically acceptable materials have enabled patients to replace older O&P devices with new O&P products that provide greater comfort, protection and patient acceptability. As a result, treatment can be more effective or of shorter duration, giving the patient greater mobility and a more active lifestyle. Advancing technology has also increased the prevalence and visibility of O&P devices in many sports, including skiing, running and tennis.

Competitive Strengths

        We believe the combination of the following competitive strengths will help us in growing our business through an increase in our net sales, net income and market share:

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Leading market position, with an approximate 27% share of total industry revenues and operations in 45 states and the District of Columbia, in an otherwise fragmented industry;

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National scale of operations, which has better enabled us to:

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establish our brand name and generate economies of scale;

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implement best practices throughout our company;

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utilize shared fabrication facilities;

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contract with national and regional managed care entities;

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identify, test and deploy emerging technology; and

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increase our influence on, and input into, regulatory trends;

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Distribution of, and purchasing power for, O&P components and finished O&P products, each of which enables us to:

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negotiate greater purchasing discounts from manufacturers and freight providers;

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reduce patient-care center inventory levels and improve inventory turns through centralized purchasing control;

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quickly access prefabricated and finished O&P products;

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promote the usage by our patient-care centers of clinically appropriate products that also enhance our profit margins;

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engage in co-marketing and O&P product development programs with suppliers; and

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expand the non-Hanger client base of our distribution segment;

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Development of leading-edge technology to be brought to market through our patient practices and licensed distributors worldwide;

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Full O&P product offering, with a balanced mix between orthotics services and products and prosthetics services and products;

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Practitioner compensation plans that financially reward practitioners for their efficient management of accounts receivable collections, labor, materials, and other costs, and encourage cooperation among our practitioners within the same local market area;

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Proven ability to rapidly incorporate technological advances in the fitting and fabrication of O&P devices;

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History of successful integration of small and medium-sized O&P business acquisitions, including 86 O&P businesses since 1997, representing over 200 patient-care centers;

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Highly trained practitioners, whom we provide with the highest level of continuing education and training through programs designed to inform them of the latest technological developments in the O&P industry, and our certification program located at the University of Connecticut;

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Experienced and committed management team; and

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Successful government relations efforts including:

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Supported our patients' efforts to pass "The Prosthetic Parity Act" in 19 states;

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Increased Medicaid reimbursement levels in several states; and

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Created the Hanger Orthopedic Political Action Committee (The Hanger PAC).

Business Strategy

        Our goal is to continue to provide superior patient care and to be the most cost-efficient, full service, national O&P operator. The key elements of our strategy to achieve this goal are to:

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Improve our performance by:

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developing and deploying new processes to improve the productivity of our practitioners;

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continuing periodic patient evaluations to gauge patients' device and service satisfaction;

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improving the utilization and efficiency of administrative and corporate support services;

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enhancing margins through continued consolidation of vendors and product offering; and

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leveraging our market share to increase sales and enter into more competitive payor contracts;

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Increase our market share and net sales by:

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continued marketing of Linkia to regional and national providers and contracting with national and regional managed care providers who we believe select us as a preferred O&P provider because of our reputation, national reach, density of our patient-care centers in certain markets and our ability to monitor quality and outcomes as well as reducing administrative expenses;

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increasing our volume of business through enhanced comprehensive marketing programs aimed at referring physicians and patients, such as our Patient Evaluation Clinics program, which reminds patients to have their devices serviced or replaced and informs them of technological improvements of which they can take advantage; and our "People in Motion" program which introduces potential patients to the latest O&P technology;

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expanding the breadth of products being offered out of our patient-care centers; and

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developing new distribution channels to sell our existing products;

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Develop businesses that provide services and products to the broader rehabilitation and post-surgical healthcare areas;

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Continue to create, license or patent and market devices based on new cutting edge technology;

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Selectively acquire small and medium-sized O&P patient care service businesses and open satellite patient-care centers primarily to expand our presence within an existing market and secondarily to enter into new markets; and

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Provide our practitioners with:

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the training necessary to utilize existing technology for different patient service facets, such as the use of our Insignia scanning system for burns and cranial helmets;

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career development and increased compensation opportunities;

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a wide array of O&P products from which to choose;

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administrative and corporate support services that enable them to focus their time on providing superior patient care; and

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selective application of new technology to improve patient care.

Recent Developments

Acquisition of Accelerated Care Plus

        On October 18, 2010, we announced that we had entered into an agreement to merge Hanger Sub Inc., a wholly owned subsidiary of Hanger Orthopedic Group, Inc., with and into Accelerated Care Plus Corporation ("Accelerated Care Plus") for cash consideration of approximately $155 million. The transaction is subject to customary closing conditions and is expected to close before the end of 2010. Upon closing, Accelerated Care Plus will be our wholly-owned subsidiary. In connection with the transaction certain of the principals of Accelerated Care Plus will buy approximately 500,000 shares of our common stock immediately thereafter pursuant to a separate agreement with each such principal.

        Accelerated Care Plus is the nation's leading provider of integrated clinical programs for long-term care, as well as acute and sub-acute short-term care to rehabilitation providers. Its value proposition is to provide skilled nursing facility customers total solutions encompassing proven medical technologies, evidence-based clinical programs and continuous onsite therapist education and training. Accelerated Care Plus' specialized treatment programs and proprietary therapeutic modalities are used in thousands of facilities across the United States.

        Accelerated Care Plus has over 200 employees, including a network of approximately 150 highly-experienced physical therapists and clinical program managers. Accelerated Care Plus' key disciplines are clinical programs, education and training, evidence-based research, medical device engineering, logistics, software programming, and information technology.

        This exchange offer is not conditioned upon the consummation of the acquisition of Accelerated Care Plus.

New Credit Agreement

        We have entered into a commitment letter with a group of financial institutions to, among other things, provide funding for the acquisition of Accelerated Care Plus subject to the satisfaction of customary closing conditions. Such commitment letter contemplates revolving and term credit facilities, the proceeds of which we would use to finance such acquisition, to refinance our existing revolving and term credit facilities and for other general corporate purposes. The commitment letter also provides that the credit agreement will provide for initial revolving commitments in an amount of up to $100 million, initial term loan commitments in an amount of up to $300 million and incremental term loan commitments, subject to the satisfaction of certain conditions, including obtaining the consent of the lenders participating in the increase, in an aggregate principal amount of up to $150 million. Closing the new credit agreement pursuant to the commitment letter is subject to the negotiation of definitive documentation. See "Description of Certain Indebtedness—New Credit Agreement." This exchange offer is not conditioned upon the entering into our new credit agreement.

6

Tender Offer and Redemption

        On November 2, 2010, we announced the early results of our previously announced tender offer (the "Tender Offer") to purchase for cash any and all of the outstanding $175 million aggregate principal amount of our 10¹/4% Senior Notes due 2014 (the "2014 Notes"). As of the November 1, 2010 early tender date, $172.4 million aggregate principal amount of the 2014 Notes had been validly tendered and not validly withdrawn, which we accepted for payment on November 2, 2010. The Tender Offer expired at 8:00 a.m., New York City time, on November 17, 2010 without any additional 2014 Notes being tendered. Also on November 2, 2010, we provided notice of redemption to redeem on December 2, 2010 the 2014 Notes that were not otherwise tendered and accepted for payment pursuant to the Tender Offer.

Corporate Relocation

        We are relocating our corporate headquarters from Bethesda, Maryland to Austin, Texas. The move was substantially completed by the end of the third quarter of 2010. We have incurred or will incur a total of approximately $10 to $12 million of employee termination and relocation costs as well as lease exit costs of $5.0 million. For the three and nine months ended September 30, 2010, we incurred $3.0 million and $9.2 million, respectively, of employee termination costs and relocation costs and $5.0 million and $5.0 million, respectively, in lease termination costs related to the closing of the Bethesda, Maryland office.

Corporate Information

        We are a publicly traded Delaware corporation. Our common stock is listed on the New York Stock Exchange under the symbol "HGR." Our headquarters and principal executive offices are located at 10910 Domain Drive, Suite 300, Austin, Texas 78758, and our telephone number is (512) 777-3800.

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The Exchange Offer

Original Notes	We sold $200,000,000 aggregate principal amount of our 71/8% Senior Notes due 2018, which are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our existing domestic subsidiaries and certain of our future domestic subsidiaries, to the initial purchasers on November 2, 2010. The initial purchasers resold the original notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.
Registration Rights Agreement	When we sold the original notes, we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to provide you and all other holders of the original notes the opportunity to exchange your unregistered original notes for a new series of substantially identical notes that we have registered under the Securities Act. The exchange offer is being made for that purpose.
New Notes	We are offering to exchange the original notes for 71/8% Senior Notes due 2018 that we have registered under the Securities Act, which are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our existing domestic subsidiaries and certain of our future domestic subsidiaries. The terms of the new notes and the original notes are substantially identical except:
	•       the new notes will be issued in a transaction that will have been registered under the Securities Act;
	•       the new notes will not contain securities law restrictions on transfer; and
	•       the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.
The Exchange Offer	We are offering to exchange $1,000 principal amount of the new notes for each $1,000 principal amount of your original notes. As of the date of this prospectus, there are $200,000,000 aggregate principal amount of our unregistered 71/8% Senior Notes due 2018 outstanding. For procedures for tendering, see "The Exchange Offer—Procedures for Tendering Original Notes."
Expiration Date	The exchange offer will expire at 11:59 p.m., New York City time, on                        , 2010, unless we extend it.

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Resales of New Notes	We believe that the new notes issued pursuant to the exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if:
	•       you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;
	•       you are acquiring the new notes in the ordinary course of your business;
	•       you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the new notes; and
	•       you are not acting on behalf of any person who could not truthfully make the foregoing representations.
	If you are an affiliate of ours, or are engaging in or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, then:
	•       you may not rely on the applicable interpretations of the staff of the SEC;
	•       you will not be permitted to tender original notes in the exchange offer; and
	•       you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the original notes.
	Each broker-dealer that receives new notes for its own account in exchange for the original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "The Exchange Offer—Procedures for Tendering Original Notes" and "Plan of Distribution."
	Any broker-dealer that acquired original notes from us may not rely on the applicable interpretations of the staff of the SEC and must comply with registration and prospectus delivery requirements of the Securities Act (including being named as a selling security holder) in connection with any resales of the original notes or the new notes.
	See "The Exchange Offer—Procedures for Tendering Original Notes" and "Plan of Distribution."

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Acceptance of Original Notes and Delivery of New Notes	We will accept for exchange any and all original notes that are validly tendered in the exchange offer and not withdrawn before the offer expires. The new notes will be delivered promptly following the exchange offer.
Withdrawal Rights	You may withdraw your tender of original notes at any time before the exchange offer expires.
Conditions of the Exchange Offer	The exchange offer is subject to the following conditions, which we may waive:
	•       the exchange offer does not violate applicable law or any applicable interpretation of the staff of the SEC,
	•       no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer,
	•       all governmental approvals shall have been obtained, which approvals we deem necessary for the expiration of the exchange offer.
	See "The Exchange Offer—Conditions."
Consequences of Failure to Exchange	If you are eligible to participate in the exchange offer and you do not tender your original notes, then you will not have further exchange or registration rights and you will continue to hold original notes subject to restrictions on transfer.
Federal Income Tax Consequences	The exchange of original notes for new notes should not be taxable to a United States holder for federal income tax purposes. Consequently, such holders will not recognize any gain or loss upon receipt of the new notes. See "Material U.S. Federal Income Tax Considerations."
Use of Proceeds	We will not receive any proceeds from the exchange offer.
Accounting Treatment	We will not recognize any gain or loss on the exchange of notes. See "The Exchange Offer—Accounting Treatment."
Exchange Agent	Wilmington Trust Company is the exchange agent. See "The Exchange Offer—Exchange Agent."

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The New Notes

The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

Issuer	Hanger Orthopedic Group, Inc.
Notes Offered	$200 million aggregate principal amount of 71/8% Senior Notes due 2018.
Maturity Date	November 15, 2018.
Interest	7.125% per year, payable semiannually in cash in arrears on May 15 and November 15 of each year, commencing on May 15, 2011.
Guarantees	The new notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our existing domestic subsidiaries and certain of our future domestic subsidiaries. The guarantees will be unsecured senior indebtedness of the guarantors and will have the same ranking with respect to indebtedness of the guarantors as the new notes will have with respect to our indebtedness. The guarantees will be effectively subordinated to all secured indebtedness of those subsidiaries, including indebtedness under our credit facilities, to the extent of the value of the assets securing such debt.
Ranking	The new notes and the guarantees will be our and the guarantors' senior unsecured obligations and:
	•       will rank equally in right of payment with all of our and our guarantors' other existing and future indebtedness that is not by its terms expressly subordinated to the new notes and the guarantees;
	•       will rank senior in right of payment to all of our and the guarantors' existing and future indebtedness that is by its terms expressly subordinated to the new notes and the guarantees;
	•       will be effectively junior to our and the guarantors' existing and future secured debt (including indebtedness under our credit facilities) to the extent of the value of the assets securing such debt; and
	•       will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the new notes.

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	As of September 30, 2010, on an as adjusted basis after giving effect to the issuance and sale of the original notes and the application of proceeds therefrom to repurchase and otherwise redeem our 101/4 Senior Notes due 2014 and general corporate purposes, we would have had approximately $430.3 million of total indebtedness outstanding, $220.2 million of which would have been secured indebtedness and an additional $63.5 million of secured indebtedness available for borrowing under our existing credit facility (after taking into account $3.7 million of outstanding letters of credit). In addition, on an as further adjusted basis to give effect to the transactions described in the previous sentence as well as entry into the new credit agreement and the refinancing of the existing credit facilities, we would have had approximately $510.1 million of total indebtedness outstanding, $300.0 million of which would have been secured indebtedness and an additional $96.3 million of secured indebtedness available for borrowing under the new credit agreement (after taking into account $3.7 million of outstanding letters of credit). See "Description of Certain Indebtedness—New Credit Agreement."
	Our non-guarantor subsidiaries had no impact on our total revenues for the twelve months ended September 30, 2010 and, as of September 30, 2010, accounted for less than 0.1% of our assets and liabilities (excluding intercompany receivables).
Optional Redemption	On or after November 15, 2014, we may redeem some or all of the new notes at any time at the redemption prices described in the section "Description of the Notes" under the heading "Optional Redemption." In addition, we may redeem up to 35% of the aggregate principal amount of the notes on or before November 15, 2013, with the net proceeds of certain equity offerings by us at a redemption price equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption. We may also redeem the new notes, in whole or in part, at any time prior to November 15, 2014 at a redemption price equal to 100% of their principal amount plus a make-whole premium, together with accrued and unpaid interest, if any, to the redemption date.
Change of Control	If we experience certain kinds of changes of control, we must offer to purchase the new notes at 101% of their principal amount, plus accrued and unpaid interest. For more details, see the section "Description of New Notes" under the heading "Change of Control."
Certain Covenants	The indenture contains covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:
	•       incur additional debt;

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	•       make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);
	•       dispose of our assets;
	•       grant liens on our assets;
	•       engage in certain transactions with affiliates;
	•       merge or consolidate or transfer substantially all of our assets; and
	•       enter into sale/leaseback transactions.
	For more details, see the section "Description of New Notes" under the heading "Certain Covenants."
	During any future period in which Moody's Investor Services, Inc. and Standard & Poor's Rating Services have each assigned an investment grade rating to the new notes, certain of the covenants will cease to be in effect. If one or both of these rating agencies then downgrades their rating below an investment grade rating, the suspended covenants will again be in effect. See "Description of New Notes—Certain Covenants—Suspended Covenants."
No Prior Market	The new notes will be new securities for which there is no market. Although the initial purchasers have informed us that they intend to make a market in the new notes, they are not obligated to do so and may discontinue market-making at any time without notice. Accordingly, a liquid market for the new notes may not develop or be maintained.
Risk Factors	You should refer to the section captioned "Risk Factors" for an explanation of certain risks of exchanging your original notes for new notes.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

        The following summary consolidated financial information as of and for the fiscal years ended December 31, 2007, 2008 and 2009 has been derived from, and is qualified by reference to, our audited consolidated financial statements and related notes contained in our reports filed by us with the SEC and incorporated by reference in this prospectus. See "Where You Can Find More Information." The following summary consolidated financial information as of and for the nine months ended September 30, 2009 and 2010 has been derived from, and is qualified by reference to, our unaudited condensed consolidated financial statements and related notes contained in our reports filed by us with the SEC and incorporated by reference in this prospectus. See "Where You Can Find More Information." The following summary consolidated financial information for the twelve months ended September 30, 2010 has been derived by adding our financial data for the year ended December 31, 2009 to our financial data for the nine months ended September 30, 2010 and subtracting our financial data for the nine months ended September 30, 2009. This information is only a summary and you should read it in conjunction with our financial statements and related notes as well as our Management Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference in this prospectus. The unaudited interim period financial information, in our opinion, includes all adjustments, which are normal and recurring in nature, necessary for a fair presentation for the periods shown. Results for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year.

												Nine Months Ended September 30,
			Year Ended December 31,															Twelve Months Ended September 30, 2010
			2007			2008			2009			2009			2010
			(In thousands)(1)
Statement of Operations Data:
Net sales			$	637,350		$	703,129		$	760,070		$	554,966		$	590,874		$	795,978
Cost of goods sold—materials				184,625			210,323			228,295			168,784			179,776			239,287
Personnel costs				225,012			248,234			264,581			196,783			209,429			277,227
Other operating expenses				143,857			149,661			160,355			114,085			118,531			164,801
Relocation expenses				—			—			—			—			14,220			14,220
Depreciation and amortization				15,876			17,183			16,319			12,265			13,242			17,296
Income from operations				67,980			77,728			90,520			63,049			55,676			83,147
Interest expense				36,987			32,549			30,693			22,894			22,684			30,483
Unrealized loss (gain) from interest rate swap(2)				—			738			(167	)		(167	)		—			—
Income before taxes				30,993			44,441			59,994			40,322			32,992			52,664
Provision for income taxes				11,726			17,695			23,901			16,129			12,303			20,075
	Net income		$	19,267		$	26,746		$	36,093		$	24,193		$	20,689		$	32,589
Balance Sheet Data:
Cash and cash equivalents			$	26,938		$	58,413		$	84,558		$	78,382		$	95,609		$	95,609
Working capital				165,794			200,248			216,664			219,025			293,111			293,111
Total assets				759,683			813,750			875,036			836,470			903,560			903,560
Total debt				410,892			422,324			410,472			409,714			405,329			405,329
Redeemable convertible preferred stock(3)				47,654			—			—			—			—			—
Shareholders' equity				190,538			266,866			315,893			301,264			347,753			347,753
Other Financial Data:
Capital expenditures			$	20,129		$	19,330		$	21,270		$	12,675		$	19,743		$	28,338
Net cash provided by (used in):
		Operating activities		51,687			53,220			73,131			46,149			38,922			65,904
		Investing activities		(42,096	)		(30,168	)		(34,152	)		(14,884	)		(22,562	)		(41,830	)
		Financing activities		(5,792	)		8,423			(12,834	)		(11,296	)		(5,309	)		(6,847	)
Adjusted EBITDA(4)				89,606			102,362			117,399			82,923			90,907			125,383

(1)

As of January 1, 2009, we revised our income statement presentation, including prior periods, to group all personnel costs in one line item within income from operations. Previously, personnel costs were divided between revenue producing personnel costs, which were included in costs of goods sold, and non-revenue producing personnel costs, which were

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included in selling, general and administrative expenses. We believe that the new income statement presentation will create better transparency and comparability between current and future results, as well as provide consistency with management's internal reporting format. The new income statement presentation does not change previously reported income from operations, net income or earnings per share for prior periods.

(2)

The loss (gain) from interest rate swap results from ineffective portions of the swap that occurred during the year.

(3)

On July 25, 2008, the Company notified the holder of the Series A Preferred of its election pursuant to the Certificate of Designations of the Series A Preferred to force the conversion of the Series A Preferred into 7,308,730 shares of common stock. The conversion of the Series A Preferred occurred on August 8, 2008.

(4)

We define "Adjusted EBITDA" as net income before interest expense (net of interest income), income taxes, depreciation and amortization, unrealized loss or gain from interest rate swaps and relocation, non-cash stock based compensation and supplemental executive retirement plan expenses. These other expenses may occur in future periods but do not directly relate to our continuing O&P operations.

We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate Adjusted EBITDA in the same manner. We present Adjusted EBITDA because we consider it an important supplemental measure of performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

        Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results of operations as reported under GAAP. For example:

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA does not reflect our interest expense;

•

Adjusted EBITDA does not reflect income taxes on our taxable earnings; and

•

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacement.

        The following table reconciles net income to Adjusted EBITDA:

								Nine Months Ended September 30,
	Year Ended December 31,												Twelve Months Ended September 30, 2010
	2007		2008		2009			2009			2010
	(Unaudited)							(Unaudited)					(Unaudited)
	(In thousands)
Net income	$	19,267	$	26,746	$	36,093		$	24,193		$	20,689	$	32,589
Provision for income taxes		11,726		17,695		23,901			16,129			12,303		20,075
Interest expense		36,987		32,549		30,693			22,727			22,684		30,650
Depreciation and amortization		15,876		17,183		16,319			12,265			13,242		17,296
Unrealized loss (gain) from interest rate swap		—		738		(167	)		(167	)		—		—
Corporate relocation expenses (after tax)		—		—		—			—			14,220		14,220
Non-cash stock based compensation expense		3,332		4,712		7,430			5,429			5,920		7,921
Supplemental executive retirement plan expense		2,418		2,739		3,130			2,347			1,849		2,632
Adjusted EBITDA		89,606		102,362		117,399			82,923			90,907		125,383

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RISK FACTORS

You should carefully consider the risks described below, in addition to the other information contained or incorporated by reference in this prospectus, before deciding whether to exchange your original notes for new notes. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations or could materially affect the value or liquidity of the notes and result in the loss of all or part of your investment in the notes. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business operations, which also could result in the loss of all or part of your investment in the notes.

Risks Related to Our Business

Changes in government reimbursement levels could adversely affect our net sales, cash flows and profitability.

        We derived 41.3% and 40.5% of our net sales for the three months ended September 30, 2010 and 2009, respectively, from reimbursements for O&P services and products from programs administered by Medicare, Medicaid and the U.S. Department of Veterans Affairs. For the nine months ended September 30, 2010 and 2009, we derived 40.9% and 41.0%, respectively, of our net sales from reimbursements for O&P services and products from programs administered by Medicare, Medicaid and the U.S. Department of Veterans Affairs. Each of these programs set maximum reimbursement levels for O&P services and products. If these agencies reduce reimbursement levels for O&P services and products in the future, our net sales could substantially decline. In addition, the percentage of our net sales derived from these sources may increase as the portion of the U.S. population over age 65 continues to grow, making us more vulnerable to maximum reimbursement level reductions by these organizations. Reduced government reimbursement levels could result in reduced private payor reimbursement levels because fee schedules of certain third-party payors are indexed to Medicare. Furthermore, the healthcare industry is experiencing a trend towards cost containment as government and other third-party payors seek to impose lower reimbursement rates and negotiate reduced contract rates with service providers. This trend could adversely affect our net sales. For example, a number of states are in the process of reviewing Medicaid reimbursement policies generally, including for prosthetic and orthotic devices, and Arizona has recently enacted legislation limiting Medicaid orthotic eligibility for those over 21 years of age. This legislation did not become effective until October 1, 2010, and we are evaluating its impact on our business in Arizona. Additionally, Medicare provides for reimbursement for O&P products and services based on prices set forth in fee schedules for ten regional service areas. Medicare prices are adjusted each year based on the Consumer Price Index—Urban ("CPIU") unless Congress acts to change or eliminate the adjustment. The Medicare price increases for 2010, 2009, 2008 and 2007 were 0.0%, 5.0%, 2.7% and 4.3%, respectively. The Patient Protection and Affordable Care Act, Pub. L. No. 111-148, March 23, 2010 ("PPACA") changed the Medicare inflation factors applicable to O&P (and other) suppliers. The annual updates for 2011 will be based on the CPI-U percentage increase for the 12-month period ending with June 2010. The annual updates for years subsequent to 2011 are based on the percentage increase in the CPI-U for the 12-month period ending with June of the previous year. Section 3401(m) of PPACA required that for 2011 and each subsequent year, the fee schedule update factor based on the CPI-U for the 12-month period ending with June of the previous year is to be adjusted by the annual economy-wide private nonfarm business multifactory productivity ("the MFP Adjustment"). MFP Adjustment may result in that percentage increase being less than zero for a year, and may result in payment rates for a year being less than such payment rates for the preceding year. CMS has not yet issued a final rule implementing these adjustments for 2011, but has indicated in a proposed rule that it will do so as part of the annual program instructions to the O&P fee schedule updates. See 75 Fed. Reg. 40040, 40122, et seq. (July 13, 2010). If the U.S. Congress were to legislate additional modifications to the Medicare fee schedules, our net sales from Medicare and other payors could be adversely and materially affected.

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We cannot predict whether any such modifications to the fee schedules will be enacted or what the final form of any modifications might be.

Changes in payor reimbursements could negatively affect our net sales volume.

        Recent years have seen a consolidation of healthcare companies coupled with certain payors terminating contracts, imposing caps or reducing reimbursement for O&P products. Additionally, employers are increasingly pushing healthcare costs down to their employees. These trends could result in decreased O&P revenue.

We face periodic reviews, audits and investigations under our contracts with federal and state government agencies, and these audits could have adverse findings that may negatively impact our business.

        We contract with various federal and state governmental agencies to provide O&P services. Pursuant to these contracts, we are subject to various governmental reviews, audits and investigations to verify our compliance with the contracts and applicable laws and regulations. Any adverse review, audit or investigation could result in:

•

refunding of amounts we have been paid pursuant to our government contracts;

•

imposition of fines, penalties and other sanctions on us;

•

loss of our right to participate in various federal programs;

•

damage to our reputation in various markets; or

•

material and/or adverse effects on our business, financial condition and results of operations.

We are subject to numerous federal, state and local governmental regulations, noncompliance with which could result in significant penalties that could have a material adverse effect on our business.

        A failure by us to comply with the numerous federal, state and/or local healthcare and other governmental regulations to which we are subject, including the regulations discussed under "Government Regulation" in the section of our Annual Report on Form 10-K entitled "Business," could result in significant penalties and adverse consequences, including exclusion from the Medicare and Medicaid programs, which could have a material adverse effect on our business.

We may not realize the expected benefits of the acquisition of Accelerated Care Plus.

        Our ability to realize the anticipated benefits of the acquisition of Accelerated Care Plus will depend, in part, on our ability to successfully integrate our business with that of Accelerated Care Plus, and we cannot assure you that the combination of the two companies will result in the realization of economic, operational and other benefits we anticipate. If we are unable to successfully implement our planned integration with Accelerated Care Plus and realize the expected benefits from the acquisition, our results of operations and cash flows could be adversely affected.

If the non-competition agreements we have with our key executive officers and key practitioners were found by a court to be unenforceable, we could experience increased competition resulting in a decrease in our net sales.

        We generally enter into employment agreements with our executive officers and a significant number of our practitioners which contain non-compete and other provisions. The laws of each state differ concerning the enforceability of non-competition agreements. State courts will examine all of the facts and circumstances at the time a party seeks to enforce a non-compete covenant. We cannot predict with certainty whether or not a court will enforce a non-compete covenant in any given situation based on the facts and circumstances at that time. If one or more of our key executive officers

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and/or a significant number of our practitioners were to leave us and the courts refused to enforce the non-compete covenant, we might be subject to increased competition, which could materially and adversely affect our business, financial condition and results of operations.

Risks Related to the Exchange Offer and the New Notes

You may have difficulty selling the original notes that you do not exchange.

        If you do not exchange your original notes for the new notes offered in the exchange offer, then you will continue to be subject to the restrictions on transfer of your original notes. Those transfer restrictions are described in the indenture governing the new notes and in the legend contained on the original notes, and arose because we originally issued the original notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.

        In general, you may offer or sell your original notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the original notes under the Securities Act.

        If a large number of original notes are exchanged for new notes issued in the exchange offer, then it may be more difficult for you to sell your unexchanged original notes. In addition, if you do not exchange your original notes in the exchange offer, then you will no longer be entitled to have those notes registered under the Securities Act.

        See "The Exchange Offer—Consequences of Failure to Exchange Original Notes" for a discussion of the possible consequences of failing to exchange your original notes.

Our substantial indebtedness could impair our financial condition and our ability to fulfill our obligations under our indebtedness.

        We have substantial debt. As of September 30, 2010, on an as adjusted basis after giving effect to the issuance and sale of the original notes and the application of proceeds therefrom to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes, we would have had approximately $430.3 million of total indebtedness. In addition, on an as further adjusted basis to give effect to the transactions described in the previous sentence as well as entry into the new credit agreement and the refinancing of our existing credit facilities, we would have had approximately $510.1 million of total indebtedness outstanding. See "Description of Certain Indebtedness—New Credit Agreement."

        The level of our indebtedness could have important consequences to us and you. For example, our substantial indebtedness could:

•

make it more difficult for us to satisfy our obligations with respect to the new notes, including our repurchase obligations;

•

increase our vulnerability to adverse general economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate requirements;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•

place us at a competitive disadvantage compared to our competitors that have proportionately less debt;

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•

make it more difficult for us to borrow money for working capital, capital expenditures, acquisitions or other purposes;

•

limit our ability to refinance indebtedness, or the associated costs may increase; and

•

expose us to the risk of increased interest rates with respect to that portion of our debt that has a variable rate of interest.

Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we and our subsidiaries face.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture and the credit facilities do not fully prohibit us or our subsidiaries from doing so. Our existing revolving credit facility provides commitments of up to $75.0 million, of which $63.5 million would have been available for future borrowings as of September 30, 2010, which is net of Lehman Commercial Paper, Inc.'s remaining $7.8 million commitment and $3.7 million in outstanding letters of credit and on an as adjusted basis after giving effect to the issuance and sale of the original notes and the application of proceeds therefrom to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes. Additionally, our new revolving credit facility will provide commitments of up to $100.0 million (not giving effect to any outstanding letters of credit, which would reduce the amount available under our new revolving credit facility), of which $96.3 million would have been available for future borrowings as of September 30, 2010 on an as adjusted basis after giving effect to the issuance and sale of the original notes and application of proceeds therefrom to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes. In addition, we may seek to increase the borrowing availability under our new credit facilities to an amount of up to $150.0 million, subject to receipt of commitments by existing lenders or other financing institutions and to the satisfaction of certain other conditions. For a discussion of our new credit agreement, see "Description of Certain Indebtedness—New Credit Agreement." All borrowings under our credit facility are and would be senior and secured, and as a result, would be effectively senior to the new notes and the guarantees of the new notes by the guarantors. If we incur any additional indebtedness that ranks equally with the new notes, the holders of that debt will be entitled to share ratably with the holders of the new notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. As a result of these and other factors, our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us to enable us to pay our indebtedness or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the new notes, on commercially reasonable terms or at all.

        Without such refinancing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances. Restrictive covenants in the new notes will limit our ability to sell assets and will also restrict the use of proceeds from any such sale. Furthermore, we

19

may not be able to sell our assets quickly enough or for sufficient amounts to enable us to meet our debt service obligations.

The restrictions contained in our outstanding indebtedness will contain restrictions and limitations that could significantly impact our ability to operate our business.

        The existing credit facilities contain, and our new credit facilities and indenture governing the new notes will contain, a number of significant restrictions and covenants that, among other things, limit our and our subsidiaries' ability to:

•

incur or guarantee additional indebtedness or issue disqualified stock;

•

pay dividends or make other distributions on, redeem or repurchase our capital stock or make other restricted payments;

•

make investments, acquisitions, loans or advances;

•

incur or create liens;

•

transfer or sell assets;

•

engage in sale and leaseback transactions;

•

engage in certain transactions with affiliates;

•

change the business conducted by us; and

•

consolidate, merge or transfer all or substantially all of our assets.

        In addition, under the existing credit facility we are, and under the new credit facilities we will be, required to satisfy and maintain specified financial ratios and tests. The foregoing restrictions could limit our ability to plan for or react to market conditions or meet our capital needs. We cannot assure you that we will be granted waivers under or amendments to the indenture that will govern the new notes if for any reason we are unable to meet these requirements, or that we will be able to refinance our debt on terms acceptable to us, or at all.

        Events beyond our control, such as prevailing economic conditions and changes in healthcare regulations, could impair our operating performance, which could affect our ability to comply with the terms of our debt instruments. Breaching any of these covenants or restrictions or the failure to comply with our obligations after the lapse of any applicable grace periods could result in a default under the applicable debt instruments. If there were an event of default, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payable immediately. We cannot assure you that our assets or cash flow will be sufficient to fully repay borrowings under the outstanding debt instruments, either upon maturity or if accelerated upon an event of default or, if we are required to repurchase the new notes or other debt securities upon a change in control, that we would be able to refinance or restructure the payments on such debt.

The new notes are effectively subordinated to our secured indebtedness and structurally subordinated to the liabilities of our subsidiaries that do not guarantee the new notes.

        The indenture governing the new notes will permit us to incur additional secured indebtedness. The new notes are unsecured and will therefore be effectively subordinated to our secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. Accordingly, if we or a subsidiary guarantor are involved in a bankruptcy, liquidation, dissolution, reorganization or similar proceeding or upon a default in payment on, or the acceleration of, any indebtedness under our secured indebtedness, our assets and those of the subsidiary guarantors that secure indebtedness will be available to pay obligations on the new notes only after all indebtedness

20

under our secured indebtedness have been paid in full from those assets. We may not have sufficient assets remaining to pay amounts due on any or all of the new notes then outstanding. The new notes will also be structurally subordinated to all existing and future obligations, including indebtedness, of our subsidiaries that do not guarantee the new notes, and the claims of creditors of these subsidiaries, including trade creditors, will have priority as to the assets of these subsidiaries.

        As of September 30, 2010, on an as adjusted basis after giving effect to the issuance and sale of the original notes and the application of proceeds therefrom to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes, we would have had approximately $430.3 million of total indebtedness outstanding, $220.2 million of which would have been secured indebtedness and an additional $63.5 million of secured indebtedness available for borrowing under our existing credit facility (after taking into account $3.7 million of outstanding letters of credit). In addition, on an as further adjusted basis to give effect to the transactions described in the previous sentence as well as entry into the new credit agreement and the refinancing of our existing credit facilities, we would have had approximately $510.1 million of total indebtedness outstanding, $300.0 million of which would have been secured indebtedness and an additional $96.3 million of secured indebtedness available for borrowing under the new credit agreement (after taking into account $3.7 million of outstanding letters of credit). See "Description of Certain Indebtedness—New Credit Agreement."

        Our non-guarantor subsidiaries had no impact on our total revenues for the twelve months ended September 30, 2010 and, as of September 30, 2010, accounted for less than 0.1% of our assets and liabilities (excluding intercompany receivables).

Federal and state statues allow courts, under specific circumstances, to void subsidiary guarantees and require new note holders to return payments received from subsidiary guarantors.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee could be voided, or claims in respect of a subsidiary guarantee could be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee:

•

intended to hinder, delay or defraud creditors; or

•

received less than reasonably equivalent value or fair consideration for the incurrence of such subsidiary guarantee; and

•

was insolvent or rendered insolvent by reason of such incurrence; or

•

was engaged in a business or transaction for which the subsidiary guarantor's remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        In addition, any payment by that subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to the subsidiary guarantor, or to a fund for the benefit of the creditors of the subsidiary guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

•

the sum of all of its debts, including contingent liabilities, was greater than the then fair saleable value of all of its assets;

21

•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each subsidiary guarantor, after giving effect to its subsidiary guarantee of these new notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard. Furthermore, we cannot assure you that those standards would be satisfied in the case of any future subsidiary that becomes a subsidiary guarantor after the date the new notes are first issued, because a determination as to whether those standards would be satisfied will depend on, among other circumstances, the financial condition of that subsidiary guarantor at the time of the incurrence of its obligation in respect of its subsidiary guarantee.

        The indenture governing the new notes will contain a provision intended to limit each guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the guarantor's obligations or reduce the guarantor's obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

We may be unable to repurchase the new notes if we experience a change in control.

        If we were to experience a change of control (as defined in the indenture), the indenture governing the new notes requires us to offer to purchase all of the outstanding new notes. Our failure to repay holders tendering new notes upon a change of control will result in an event of default under the new notes. If a change of control were to occur, we cannot assure you that we would have sufficient funds to purchase the new notes or any other securities which we would be required to offer to purchase. We expect that we would require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all.

        The occurrence of a change of control could also constitute an event of default under our credit facilities. Our bank lenders may have the right to prohibit any such purchase or redemption, in which event we will seek to obtain waivers from the required lenders under the credit facilities, but may not be able to do so.

        In addition, important corporate events, such as leveraged recapitalizations that would increase our level of indebtedness, would not constitute a "Change of Control" under the indenture. Therefore, if an event occurs that does not constitute a "Change of Control," we will not be required to make an offer to repurchase the new notes despite such event.

If our subsidiaries do not make sufficient distributions to us, we will not be able to make payments on our debt, including the new notes.

        We are a holding company with no material operations and only limited assets. Because our operations are conducted primarily by our subsidiaries, our cash flows and our ability to service indebtedness, including our ability to pay the interest on and principal of the new notes, depend to a large extent upon cash dividends and distributions or other transfers from our subsidiaries. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments

22

in respect of our indebtedness, including the new notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the new notes limits the ability of our restricted subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the new notes.

Your ability to transfer the new notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the new notes.

        The new notes are a new issue of securities for which there is currently no established trading market. Consequently, the new notes will be relatively illiquid, and you may be unable to sell your new notes. We do not intend to apply to list the new notes on any national securities exchange. In addition, although the initial purchasers of the new notes have advised us that they currently intend to make a market in the new notes, they are not obligated to do so, and may discontinue market-making activities at any time without notice. If an active market does not develop or is not maintained, the market price and liquidity of the new notes may be adversely affected. We cannot assure you as to the liquidity of the market for the new notes or the prices at which you may be able to sell the new notes.

        The liquidity of, and trading market for, the new notes may also be adversely affected by, among other things:

•

changes in the overall market for securities similar to the new notes;

•

changes in our financial performance or prospects;

•

the prospects for companies in our industry generally;

•

the number of holders of the new notes;

•

the interest of securities dealers in making a market for the new notes; and

•

prevailing interest rates.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance and sale of the original notes. We will not receive any cash proceeds from the issuance of the new notes. We used the net proceeds from the issuance and sale of the original notes to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2010

•

on a historical basis;

•

as adjusted to reflect the issuance and sale of the original notes and the application of proceeds therefrom to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes;

•

as further adjusted to reflect the issuance and sale of the original notes and the application of proceeds therefrom to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes and the entry into the new credit agreement and the refinancing of our existing credit facilities described in "Description of Certain Indebtedness—New Credit Agreement."

        You should read this table in conjunction with the information included under the headings "Use of Proceeds," "Selected Consolidated Financial Information and Other Data," in this prospectus and our audited consolidated financial statements and related notes and our unaudited condensed consolidated financial statements and related notes incorporated by reference in this prospectus.

				September 30, 2010
				Actual			As Adjusted			As Further Adjusted
				(Unaudited)			(Unaudited)			(Unaudited)
				(In thousands)
Cash and cash equivalents				$	95,609		$	98,801		$	164,345	(4)
Total debt:
Existing Credit facility:
	Existing revolving credit facility(1)				—			—			—
	Existing term loan facility				220,225			220,225			—
New Credit Facility(2):
	New revolving credit facility				—			—			—
	New term loan facility				—			—			300,000
		Total secured debt			220,225			220,225			300,000
101/4% Senior Notes due 2014(3)					175,000			—			—
71/8% Senior Notes due 2018					—			200,000			200,000
Subordinated seller notes					10,104			10,104			10,104
		Total debt			405,329			430,329			510,104
Shareholders' equity:
	Common stock				336			336			336
	Additional paid-in capital				242,574			242,574			242,574
	Accumulated other comprehensive loss				(1,353	)		(1,353	)		(1,353	)
	Retained earnings				106,852			104,137			102,057
	Treasury stock at cost				(656	)		(656	)		(656	)
		Total shareholders' equity			347,753			345,038			342,958
			Total capitalization	$	753,082		$	775,367		$	853,062

(1)

Our existing revolving credit facility had $75 million of total borrowing capacity, of which $63.5 million was available at September 30, 2010 (net of Lehman Commercial

25

Paper, Inc.'s remaining $7.8 million commitment and $3.7 million in outstanding letters of credit).

(2)

The proceeds of the new credit facility are expected to be used to repay all indebtedness under our existing credit facilities and to consummate the acquisition of Accelerated Care Plus. See "Summary—Recent Developments—New Credit Agreement."

(3)

On November 2, 2010, we accepted for payment $172.4 million aggregate principal amount of the 2014 Notes that had been tendered as of the early tender expiration date. The Tender Offer expired at 8:00 a.m., New York City time, on November 17, 2010 without any additional 2014 Notes being tendered. We plan to redeem the outstanding 2014 Notes on December 2, 2010 pursuant to our notice of redemption delivered on November 2, 2010.

(4)

Cash and cash equivalents will be reduced to the extent used in connection with the acquisition of Accelerated Care Plus.

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THE EXCHANGE OFFER

Purpose and Effect; Registration Rights

        We issued and sold the original notes on November 2, 2010 in transactions exempt from the registration requirements of the Securities Act. Therefore, the original notes are subject to significant restrictions on resale. In connection with the issuance of the original notes, we entered into a registration rights agreement, which required that we and the subsidiary guarantors:

•

file with the SEC a registration statement under the Securities Act relating to the exchange offer and the issuance and delivery of the new notes in exchange for the original notes;

•

use our commercially reasonable efforts to cause the SEC to declare the exchange offer registration statement effective under the Securities Act within 180 days following the date that the original notes were issued; and

•

use our commercially reasonable efforts to consummate the exchange offer prior to the 30th business day following the date the SEC declared the exchange offer registration statement effective.

        If you participate in the exchange offer, then you will, with limited exceptions, receive new notes that are freely tradable and not subject to restrictions on transfer. You should read this prospectus under the heading "—Resales of New Notes" for more information relating to your ability to transfer new notes.

        If you are eligible to participate in the exchange offer and do not tender your original notes, then you will continue to hold the untendered original notes, which will continue to be subject to restrictions on transfer under the Securities Act.

        The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The above summary of the registration rights agreement is not complete. You are encouraged to read the full text of the registration rights agreement, which has been filed as an exhibit to the registration statement that includes this prospectus.

Terms of the Exchange Offer

        We are offering to exchange $200,000,000 aggregate principal amount of our 7¹/8% Senior Notes due 2018, which have been registered under the Securities Act, for a like principal amount of our unregistered 7¹/8% Senior Notes due 2018.

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all original notes validly tendered and not withdrawn before 11:59 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding original notes we accept in the exchange offer. You may tender some or all of your original notes under the exchange offer. However, the original notes are issuable in authorized minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Accordingly, original notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The exchange offer is not conditioned upon any minimum amount of original notes being tendered.

        The form and terms of the new notes will be the same as the form and terms of the original notes, except that:

•

the new notes will be registered under the Securities Act and thus will not be subject to the restrictions on transfer or bear legends restricting their transfer;

27

•

all of the new notes will be represented by global notes in book-entry form unless exchanged for notes in definitive certificated form under the limited circumstances described under "Book-Entry, Delivery and Form;" and

•

the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.

        The new notes will evidence the same debt as the original notes and will be issued under, and be entitled to the benefits of, the indenture governing the original notes.

        The new notes will accrue interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of issuance of the original notes. Accordingly, registered holders of new notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of issuance of the original notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the original notes on that record date.

        In connection with the exchange offer, you do not have any appraisal or dissenters' rights under the Delaware General Corporation Law or the indenture. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Securities Act, the Securities Exchange Act of 1934 and the rules and regulations of the Securities Exchange Commission ("SEC"). The exchange offer is not being made to, nor will we accept tenders for exchange from, a holder of the original notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of the jurisdiction.

        We will be deemed to have accepted validly tendered original notes when we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us.

        If we do not accept any tendered original notes because of an invalid tender or for any other reason, then we will return certificates for any unaccepted original notes without expense to the tendering holder as promptly as practicable after the expiration date.

Expiration Date; Amendments

        The exchange offer will expire at 11:59 p.m., New York City time, on                        , 2010, unless we, in our sole discretion, extend the exchange offer.

        If we determine to extend the exchange offer, then we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion, to delay accepting any original notes, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under "—Conditions" have not been satisfied or waived by giving oral or written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination. We will also file a post-effective amendment to the registration statement of which this prospectus is a part with respect to any fundamental change in the exchange offer.

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Procedures for Tendering Original Notes

        Any tender of original notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. A holder who wishes to tender original notes in the exchange offer must do either of the following:

•

properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under "—Exchange Agent" on or before the expiration date; or

•

if the original notes are tendered under the book-entry transfer procedures described below transmit to the exchange agent on or before the expiration date an agent's message.

        In addition, one of the following must occur:

•

the exchange agent must receive certificates representing your original notes along with the letter of transmittal on or before the expiration date, or

•

the exchange agent must receive a timely confirmation of book-entry transfer of the original notes into the exchange agent's account at The Depository Trust Company of New York City, or DTC, under the procedure for book-entry transfers described below along with the letter of transmittal or a properly transmitted agent's message, on or before the expiration date; or

•

the holder must comply with the guaranteed delivery procedures described below.

        The term "agent's message" means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from the tendering DTC participant stating that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant.

        The method of delivery of original notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or original notes to us.

        Generally, an eligible institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the original notes are tendered:

•

by a registered holder of the original notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

        If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm which is:

•

a member of a registered national securities exchange;

•

a member of the Financial Industry Regulatory Authority, Inc.;

•

a commercial bank or trust company having an office or correspondent in the United States; or

•

another "eligible institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act.

29

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding original notes, the original notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the original notes and an eligible institution must guarantee the signature on the power of attorney.

        If the letter of transmittal, or any original notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

        If you wish to tender original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf. If you wish to tender on your behalf, you must, before completing the procedures for tendering original notes, either register ownership of the original notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance of original notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of original notes not properly tendered or original notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular original notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your original notes.

        By tendering, you will represent to us that:

•

any new notes that the holder receives will be acquired in the ordinary course of its business;

•

the holder has no arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the Securities Act) of the new notes;

•

if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution (within the meaning of the Securities Act) of the new notes;

•

if the holder is a broker-dealer, that the holder's original notes were acquired as a result of market making activities or other trading activities;

•

the holder is not our "affiliate," as defined in Rule 405 of the Securities Act, or, if the holder is our affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act; and

•

the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

        If any holder or any such other person is our "affiliate," or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the new notes to be acquired in the exchange offer, then that holder or any such other person:

•

may not rely on the applicable interpretations of the staff of the SEC;

•

is not entitled and will not be permitted to tender original notes in the exchange offer; and

30

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer who acquired its original notes as a result of market making activities or other trading activities and thereafter receives new notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

        Any broker-dealer that acquired original notes directly from us may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and delivery requirements of the Securities Act (including being named as a selling security holder) in connection with any resales of the original notes or the new notes.

Acceptance of Original Notes for Exchange; Delivery of New Notes

        Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue the new notes promptly after acceptance of the original notes.

        For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when we have given oral or written notice of that acceptance to the exchange agent. For each original note accepted for exchange, you will receive a new note having a principal amount equal to that of the surrendered original note.

        In all cases, we will issue new notes for original notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

certificates for your original notes or a timely confirmation of book-entry transfer of your original notes into the exchange agent's account at DTC; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        If we do not accept any tendered original notes for any reason set forth in the terms of the exchange offer or if you submit original notes for a greater principal amount than you desire to exchange, we will return the unaccepted or non-exchanged original notes without expense to you. In the case of original notes tendered by book-entry transfer into the exchange agent's account at DTC under the book-entry procedures described below, we will credit the non-exchanged original notes to your account maintained with DTC.

Book-Entry Transfer

        We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the original notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC's system may make book-entry delivery of original notes by causing DTC to transfer the original notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Although delivery of original notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent's message instead of a letter of transmittal, and all other required documents at its address listed below under "—Exchange Agent" on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures.

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Guaranteed Delivery Procedures

        If you wish to tender your original notes and your original notes are not immediately available, or you cannot deliver your original notes, the letter of transmittal or any other required documents or comply with DTC's procedures for transfer before the expiration date, then you may participate in the exchange offer if:

•

the tender is made through an eligible institution;

•

before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:

•

the name and address of the holder and the principal amount of original notes tendered,

•

a statement that the tender is being made thereby, and

•

a guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates representing the original notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered original notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

        You may withdraw your tender of original notes at any time before the exchange offer expires.

        For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address listed below under "—Exchange Agent." The notice of withdrawal must:

•

specify the name of the person who tendered the original notes to be withdrawn;

•

identify the original notes to be withdrawn, including the principal amount, or, in the case of original notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC; and

•

if certificates for original notes have been transmitted, specify the name in which those original notes are registered if different from that of the withdrawing holder.

        If you have delivered or otherwise identified to the exchange agent the certificates for original notes, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible institution, unless the holder is an eligible institution.

        We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any original notes that have been tendered but that are not exchanged for any reason to the holder, without cost, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of original notes tendered by book-entry transfer into the exchange agent's account at DTC, the original notes will be credited to an account maintained with DTC for the original notes. You may retender properly withdrawn original notes by following one of the procedures described under "—Procedures for Tendering Original Notes" at any time on or before the expiration date.

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Conditions

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange new notes for, any original notes if:

•

the exchange offer violates applicable law or any applicable interpretation of the staff of the SEC,

•

an action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer,

•

all governmental approvals have not been obtained, which approvals we deem necessary for the expiration of the exchange offer.

        The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part at any time and from time to time.

        We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any original notes by giving oral or written notice of an extension to their holders. During an extension, all original notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

Exchange Agent

        Wilmington Trust Company is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows:

By Hand, Overnight Mail, Courier, or Registered or Certified Mail:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1615
Attention: Sam Hamed

By Facsimile (eligible institutions only):
(302) 636-4139
Attention: Exchanges
Telephone Inquiries: (302) 636-6181

        Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

        We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.

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Transfer Taxes

        You will not be obligated to pay any transfer taxes, unless you instruct us to register new notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder.

Accounting Treatment

        We will record the new notes at the same carrying values as the original notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss on the exchange of notes. We will amortize the expenses of the offer over the term of the new notes.

Consequences of Failure to Exchange Original Notes

        If you are eligible to participate in the exchange offer but do not tender your original notes, you will not have any further registration rights, except in limited circumstances with respect to specific types of holders of original notes. Original notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes and in the offering memorandum dated October 20, 2010, relating to the original notes. Accordingly, you may resell the original notes that are not exchanged only:

•

to us;

•

so long as the original notes are eligible for resale under Rule 144A under the Securities Act, to a person whom you reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

•

in accordance with another exemption from the registration requirements of the Securities Act; or

•

under an effective registration statement under the Securities Act;

in each case in accordance with all other applicable securities laws. We do not intend to register the original notes under the Securities Act.

        Original notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indenture relating to the original notes and the new notes. Holders of the new notes and any original notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

Resales of New Notes

        Based on interpretations of the staff of the SEC, as set forth in no action letters to third parties, we believe that new notes issued under the exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by any original note holder without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act if:

•

the holder is not our "affiliate" within the meaning of Rule 405 under the Securities Act;

•

the new notes are acquired in the ordinary course of the holder's business; and

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•

the holder does not intend to participate in a distribution (within the meaning of the Securities Act) of the new notes.

        Any holder who exchanges original notes in the exchange offer with the intention of participating in any manner in a distribution of the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

        This prospectus may be used for an offer to resell, resale or other retransfer of new notes. With regard to broker-dealers, only broker-dealers that acquire the original notes as a result of market making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for original notes, where the original notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please see "Plan of Distribution" for more details regarding the transfer of new notes.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

        The following selected consolidated financial information as of and for the fiscal years ended December 31, 2005, 2006, 2007, 2008 and 2009 has been derived from, and is qualified by reference to, our audited consolidated financial statements and related notes contained in our reports filed by us with the SEC and incorporated by reference in this prospectus. See "Where You Can Find More Information." The following selected consolidated financial information as of and for the nine months ended September 30, 2009 and 2010 has been derived from, and is qualified by reference to, our unaudited condensed consolidated financial statements and related notes contained in our reports filed by us with the SEC and incorporated by reference in this prospectus. See "Where You Can Find More Information." This information is only a summary and you should read it in conjunction with our financial statements and related notes as well as our Management Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference in this prospectus. The unaudited interim period financial information, in our opinion, includes all adjustments, which are normal and recurring in nature, necessary for a fair presentation for the periods shown. Results for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year.

		Year Ended December 31,															Nine Months Ended September 30,
		2005			2006			2007			2008			2009			2009			2010
		(In thousands)(1)
Statement of Operations Data:
Net sales		$	578,241		$	598,766		$	637,350		$	703,129		$	760,070		$	554,966		$	590,874
Cost of goods sold—materials			163,285			180,462			184,625			210,323			228,295			168,784			179,776
Personnel costs			204,045			210,422			225,012			248,234			264,581			196,783			209,429
Other operating expenses			135,715			130,773			143,857			149,661			160,355			114,085			118,531
Relocation expenses			—			—			—			—			—			—			14,220
Depreciation and amortization			13,920			14,670			15,876			17,183			16,319			12,265			13,242
Income from operations			61,726			62,439			67,980			77,728			90,520			63,049			55,676
Interest expense			37,141			38,643			36,987			32,549			30,693			22,894			22,684
Unrealized loss (gain) from interest rate swap(2)			—			—			—			738			(167	)		(167	)		—
Extinguishment of debt(3)			—			16,953			—			—			—			—			—
Income before taxes			24,135			6,843			30,993			44,441			59,994			40,322			32,992
Provision for income taxes			6,382			3,409			11,726			17,695			23,901			16,129			12,303
	Net income	$	17,753		$	3,434		$	19,267		$	26,746		$	36,093		$	24,193		$	20,689
Balance Sheet Data:
Cash and cash equivalents		$	7,921		$	23,139		$	26,938		$	58,413		$	84,558		$	78,382		$	95,609
Working capital			135,551			157,208			165,794			200,248			216,664			219,025			293,111
Total assets			704,467			719,122			759,683			813,750			875,036			836,470			903,560
Total debt			378,431			410,624			410,892			422,324			410,472			409,714			405,329
Redeemable convertible preferred stock(4)			61,942			47,654			47,654			—			—			—			—
Shareholders' equity			165,242			167,677			190,538			266,866			315,893			301,264			347,753
Other Financial Data:
Capital expenditures		$	8,759		$	12,827		$	20,129		$	19,330		$	21,270		$	12,675		$	19,743
Net cash provided by (used in):
	Operating activities		25,741			24,037			51,687			53,220			73,131			46,149			38,922
	Investing activities		(11,247	)		(13,212	)		(42,096	)		(30,168	)		(34,152	)		(14,884	)		(22,562	)
	Financing activities		(14,924	)		4,393			(5,792	)		8,423			(12,834	)		(11,296	)		(5,309	)
Ratio of earnings to fixed charges			1.5			1.1			1.6			2.0			2.4			2.3			1.9

(1)

As of January 1, 2009, we revised our income statement presentation, including prior periods, to group all personnel costs in one line item within income from operations. Previously, personnel costs were divided between revenue producing personnel costs, which were included in costs of goods sold, and non-revenue

36

producing personnel costs, which were included in selling, general and administrative expenses. The new income statement presentation will create better transparency and comparability between current and future results, as well as provide consistency with management's internal reporting format. The new income statement presentation does not change previously reported income from operations, net income or earnings per share for prior periods.

(2)

The loss (gain) from interest rate swap results from ineffective portions of the swap that occurred during the year.

(3)

The 2006 charge of $17.0 million relates to the debt and preferred stock refinancing described further in the audited financial statements.

(4)

On July 25, 2008, the Company notified the holder of the Series A Preferred of its election pursuant to the Certificate of Designations of the Series A Preferred to force the conversion of the Series A Preferred into 7,308,730 shares of common stock. The conversion of the Series A Preferred occurred on August 8, 2008.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following description briefly summarizes material terms of certain of our credit arrangements. The description is only a brief summary and does not purport to describe all of the terms of the credit arrangements that may be important. In this Description of Certain Indebtedness, "we," "us," and "our" refer only to Hanger Orthopedic Group, Inc. and not to any of its subsidiaries.

        We are a party to a credit agreement, dated as of May 26, 2006 and amended on March 12, 2007, under which we have a $75.0 million revolving credit facility and a $230.0 million term loan.

Revolving Credit Facility

        The $75.0 million revolving credit facility matures on May 26, 2011 and bears interest, at our option, at LIBOR plus 2.75% or a base rate (as defined in the credit agreement) plus 1.75%. The obligations under the revolving credit facility are guaranteed by our subsidiaries and are secured by a first priority perfected interest in our subsidiaries' shares, all of our assets and all the assets of our subsidiaries. We were notified by Lehman Commercial Paper, Inc. ("LCPI"), a subsidiary of Lehman Brothers Holdings, Inc. ("Lehman") that they were unable to continue their commitment under the revolving credit facility. LCPI's total commitment was $17.8 million of our total $75.0 million dollar facility. On October 23, 2009, Barclays Bank PLC replaced $10.0 million of the $17.8 million defaulted Lehman commitment under the revolving credit facility. The revolving credit facility requires compliance with various covenants including but not limited to a maximum total leverage ratio of 6.5 times EBITDA (as defined in the credit agreement) and a maximum annual capital expenditures limit of $50.0 million, plus an unused portion of such amount from the previous fiscal year. As of September 30, 2010, we were in compliance with all such covenants and had $63.5 million available under the revolving credit facility, net of LCPI's remaining $7.8 million commitment and $3.7 million of outstanding letters of credit. See "—New Credit Agreement" below for a description of our anticipated new credit facilities, the borrowings under which we expect to use to refinance our existing revolving credit facility and term loan.

Term Loan

        The $230.0 million term loan matures on May 26, 2013 and requires quarterly principal and interest payments that commenced on September 30, 2006. From time to time, mandatory payments may be required as a result of capital stock issuances, additional debt incurrences, asset sales or other events as defined in the credit agreement. The obligations under the term loan are guaranteed by our subsidiaries and are collateralized by a first priority perfected interest in our subsidiaries' shares, all of our assets and all the assets of our subsidiaries. The term loan is subject to covenants that mirror those of the revolving credit facility. As of September 30, 2010, we were in compliance with all such covenants. As of September 30, 2010, the term loan accrued interest, at our option, at LIBOR plus 2.00% or the base rate plus 1.00%. At September 30, 2010, the interest rate on the term loan was 2.26%. As of September 30, 2010, we had an outstanding balance of $220.2 million on this term loan. See "—New Credit Agreement" below for a description of our anticipated new credit facilities, the borrowings under which we expect to use to refinance our existing revolving credit facility and term loan.

Debt Covenants

        The terms of the revolving credit facility, and the term loan limit our ability to, among other things, incur additional indebtedness, create liens, pay dividends on or redeem capital stock, make certain investments, make restricted payments, make certain dispositions of assets, engage in transactions with affiliates, engage in certain business activities and engage in mergers, consolidations

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and certain sales of assets. At September 30, 2010, we were in compliance with all covenants under these debt agreements.

New Credit Agreement

        We entered into a commitment letter on October 18, 2010 with a group of financial institutions to, among other things, provide funding for the acquisition of Accelerated Care Plus. See "Summary—Recent Developments—Acquisition of Accelerated Care Plus Corporation" and "Summary—Recent Developments—New Credit Agreement." Such commitment letter contemplates revolving and term credit facilities, the proceeds of which we would use to finance such acquisition, to refinance our existing revolving and term credit facilities described under "—Revolving Credit Facility" and "—Term Loan" above and for other general corporate purposes. The commitment letter also provides that the credit agreement will provide for initial revolving commitments in an amount of up to $100 million, initial term loan commitments in an amount of up to $300 million and incremental term loan commitments, subject to the satisfaction of certain conditions, including obtaining the consent of the lenders participating in the increase, in an aggregate principal amount of up to $150 million. Such commitment letter provides for certain terms that differ from those that apply to our existing revolving and term credit facilities, including new pricing terms and extended maturities. The commitment letter also provides that consummation of the Accelerated Care Plus acquisition is a condition to closing the new credit agreement. Thus, we would not refinance our existing revolving and term credit facilities pursuant to the commitment letter if we did not also consummate the Accelerated Care Plus acquisition. Closing of the new credit agreement pursuant to the commitment letter, including finalization of the amounts of revolving and term loan commitments thereunder, is subject to the negotiation of definitive documentation and other customary closing conditions. This offering and the Tender Offer are not conditioned upon the consummation of the acquisition of Accelerated Care Plus or the entering into our new credit agreement.

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DESCRIPTION OF NEW NOTES

        We issued the original notes under an indenture, dated November 2, 2010, among us, the Subsidiary Guarantors and Wilmington Trust Company, as trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

        The indenture for the original notes will also govern the new notes. In connection with the issuance of the original notes, we entered into a registration rights agreement in which we agreed to deliver this prospectus to you and use our commercially reasonable efforts to complete the exchange offer of exchange notes for outstanding notes or file or cause to become effective a registration statement covering the resale of the outstanding notes.

        The following description is a summary of the material provisions of the indenture and references to the "notes" refers to both the original notes and the new notes, unless specifically stated otherwise. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indenture are available as set forth below under "Where You Can Find More Information." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture. In this Description of the New Notes, the "issuer," "we," "us" and "our" refer only to Hanger Orthopedic Group, Inc. and not to any of its subsidiaries.

        The registered Holder of a note will be treated as its owner for all purposes. Only registered Holders will have rights under the indenture.

Brief Description of the Notes and the Guarantees

The Notes

        The notes are:

•

our general unsecured obligations;

•

senior in right of payment to all of our existing and any future Indebtedness that is by its terms expressly subordinated to the notes;

•

pari passu in right of payment with all of our existing and any future Indebtedness that is not by its terms expressly subordinated to the notes;

•

effectively junior in right of payment to our existing and future secured Indebtedness, including Indebtedness under the Credit Agreement, to the extent of the value of the collateral securing that Indebtedness;

•

structurally junior to any Indebtedness or other obligations of any of our Subsidiaries that is not a Subsidiary Guarantor; and

•

unconditionally guaranteed by all of our existing Domestic Subsidiaries and certain of our future Domestic Subsidiaries.

The Subsidiary Guarantees

        Each Subsidiary Guarantor's guarantee of the notes is:

•

a general unsecured obligation of such Subsidiary Guarantor;

•

senior in right of payment to all existing and any future Indebtedness of that Subsidiary Guarantor that is by its terms expressly subordinated to its Subsidiary Guarantee of the notes;

40

•

pari passu in right of payment with all existing and any future Indebtedness of that Subsidiary Guarantor that is not by its terms expressly subordinated to its Subsidiary Guarantee of the notes;

•

effectively junior in right of payment to the existing and future secured Indebtedness of that Subsidiary Guarantor, including the guarantee of our Credit Agreement, to the extent of the value of the collateral securing that Indebtedness; and

•

structurally junior to any Indebtedness or other obligations of any of its Subsidiaries that is not a Subsidiary Guarantor.

        As of the Issue Date, all of our existing subsidiaries were "Restricted Subsidiaries." However, under the circumstances described below under "—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not Guarantee the notes.

        As of September 30, 2010, assuming the offering of the original notes had been completed at that time, and giving effect to the application of proceeds therefrom to repurchase and otherwise redeem our 10¹/4 Senior Notes due 2014 and general corporate purposes, we would have had approximately $430.3 million of debt outstanding on a consolidated basis (including the notes), $220.2 million of which would have been secured indebtedness and an additional $63.5 million of secured indebtedness available for borrowing under our existing credit facility (after taking into account $3.7 million of outstanding letters of credit). In addition, on an as further adjusted basis to give effect to the transactions described in the previous sentence as well as entry into the new credit agreement and the refinancing of the existing credit facilities, we would have had approximately $510.1 million of total indebtedness outstanding (including the notes offered hereby), $300.0 million of which would have been secured indebtedness and an additional $96.3 million of secured indebtedness available for borrowing under the new credit agreement (after taking into account $3.7 million of outstanding letters of credit). See "Description of Certain Indebtedness—New Credit Agreement."

Principal, Maturity and Interest

        We initially issued $200.0 million in aggregate principal amount of notes. We may issue additional notes from time to time without giving notice to or seeking the consent of the holders of the initial notes. Any offering of additional notes is subject to the "—Incurrence of Indebtedness" covenant described below. Any additional notes will be identical in all respects to the notes offered hereby, except that additional notes will have different issuance dates and may have different issuance prices. The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. We will issue notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on November 15, 2018.

        Interest on the notes will accrue at the rate of 7.125% per annum and will be payable semi-annually in arrears on May 15 and November 15, commencing on May 15, 2011. We will make each interest payment to the Holders of record on the immediately preceding May 1 and November 1.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to us, we will pay all principal, interest and premium, if any, on that Holder's notes in accordance with those instructions. All other payments on

41

notes will be made at the office or agency of the paying agent and registrar unless we elect to make interest payments by check mailed to the Holders at their respective addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the Holders of the notes, and we or any of our Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. We are not required to transfer or exchange any note selected for redemption. Also, we are not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

        The notes will be initially Guaranteed by each of our current Domestic Subsidiaries and will be Guaranteed by each of our future Domestic Subsidiaries that Guarantees at least $15.0 million of the obligations of any borrower under a Credit Facility, in each case, on a senior unsecured basis. These Subsidiary Guarantees will be joint and several obligations of the Subsidiary Guarantors. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law, after giving effect to all other obligations of that Subsidiary Guarantor including its guarantee, if any, under the Credit Agreement. However, in a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. If a Subsidiary Guarantee were to be rendered voidable, it could be subordinated by a court to all other debt, including Guarantees and contingent liabilities, of the applicable Subsidiary Guarantor and, depending on the amount of such debt, a Subsidiary Guarantor's liability in respect of its Subsidiary Guarantee could be reduced to zero. See "Risk Factors—Risks Related to the Exchange Offer and New Notes—Federal and state statutes allow courts, under specific circumstances, to void subsidiary guarantees and require note holders to return payments received from subsidiary guarantors."

        A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than us or another Subsidiary Guarantor, unless:

        (1)   immediately after giving effect to that transaction, no Default or Event of Default exists; and

        (2)   either:

        (a)   the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture and other documents satisfactory to the trustee; or

        (b)   the Net Proceeds of such sale or other disposition are applied in accordance with the provisions of the indenture relating to Asset Sales.

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        The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

        (1)   (a) automatically without any further action on the part of the trustee or any Holder of the notes, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of ours, if the sale or other disposition complies with the provisions of the indenture relating to Asset Sales, (b) automatically without any further action on the part of the trustee or any Holder of the notes, in connection with any sale of Capital Stock of that Subsidiary Guarantor that causes such Subsidiary Guarantor to cease to be a "Subsidiary" to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of ours, if the sale complies with the provisions of the indenture relating to Asset Sales, in each case as provided below under the caption "—Repurchase at the Option of Holders—Asset Sales" or (c) upon written notice by us to the trustee, if that Subsidiary Guarantor shall no longer guarantee (other than by virtue of its Subsidiary Guarantee) any Indebtedness under a Credit Facility or any other Indebtedness for borrowed money of us or any of our Restricted Subsidiaries of at least $25.0 million;

        (2)   if we designate that Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

        (3)   upon Legal Defeasance or Covenant Defeasance as provided below under the caption "—Legal Defeasance and Covenant Defeasance" and upon a discharge of the indenture as provided under the caption "—Satisfaction and Discharge."

Optional Redemption

        On or prior to November 15, 2013, we may on one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 107.125% of the principal amount thereof, plus accrued and unpaid interest, to the redemption date, with the net cash proceeds of any Qualified Equity Offering; provided that:

        (1)   at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of any such redemption (excluding notes held by us and our Subsidiaries); and

        (2)   any such redemption occurs within 90 days of the date of the closing of any such Qualified Equity Offering.

        In addition, prior to November 15, 2014, we may at our option redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the redemption date.

        Except pursuant to the preceding paragraphs, the notes will not be redeemable at our option prior to November 15, 2014.

        On or after November 15, 2014, we may redeem all or from time to time a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the

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applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below:

Year	Percentage
2014		103.563	%
2015		101.781	%
2016 and thereafter		100.000	%

        We may at any time, and from time to time, purchase notes in the open market or otherwise, subject to compliance with applicable securities laws.

Mandatory Redemption

        We are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each Holder of notes will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder's notes pursuant to a Change of Control offer on the terms set forth in the indenture. In the Change of Control offer, we will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased, to the date of purchase. Subject to compliance with the provisions of the third succeeding paragraph, within ten days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, we will mail a notice to the trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice (subject to the satisfaction of any conditions upon which such Change of Control Offer is being made). We will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of the indenture by virtue of such conflict.

        On the Change of Control payment date, we will, to the extent lawful:

        (1)   accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control offer;

        (2)   deposit with the paying agent an amount equal to the Change of Control payment in respect of all notes or portions of notes properly tendered; and

        (3)   deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by us.

        The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased

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portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

        Our ability to pay cash to the Holders of notes upon a Change of Control may be limited by our then existing financial resources. Further, the agreements governing our other Indebtedness contain, and our future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control. If the exercise by the Holders of notes of their right to require us to repurchase the notes upon a Change of Control occurred at the same time as a change of control event under one or more of either of our other debt agreements, our ability to pay cash to the Holders of notes upon a repurchase may be further limited by our then existing financial resources.

        Even if sufficient funds were otherwise available, the terms of Credit Facilities (and other Indebtedness) may prohibit our prepayment of notes before their scheduled maturity. Consequently, if we are not able to prepay the Credit Facilities or other Indebtedness containing such restrictions or obtain requisite consents, we will be unable to fulfill our repurchase obligations, resulting in a default under the indenture.

        The provisions described above that require us to make a Change of Control offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that we repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        We will not be required to make a Change of Control offer upon a Change of Control if (i) a third party makes the Change of Control offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control offer made by us and purchases all notes properly tendered and not withdrawn under the Change of Control offer or (ii) a notice of redemption has been given pursuant to the indenture as described above under "Optional Redemption."

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer or conveyance of "all or substantially all" of our properties or assets and the properties or assets of our Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require us to repurchase its notes as a result of a sale, lease, transfer or conveyance of less than all of our assets and the assets of our Subsidiaries taken as a whole to another Person or group may be uncertain.

        In addition, a Change of Control offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Change of Control offer.

Asset Sales

        We will not, and will not permit any of our Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   we (or the Restricted Subsidiary, as the case may be) receive consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets sold, leased, transferred, conveyed or otherwise disposed of;

        (2)   the fair market value, if greater than $50.0 million, is determined by our Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the trustee; and

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        (3)   at least 75% of the consideration received in the Asset Sale by us or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets.

        For purposes of this provision, each of the following will be deemed to be cash:

        (a)   any liabilities of ours or any of our Restricted Subsidiaries, as shown on our or such Restricted Subsidiary's most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Restricted Subsidiary's Subsidiary Guarantee), that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases us or such Restricted Subsidiary from further liability with respect thereto; and

        (b)   any securities, notes or other obligations received by us or any such Restricted Subsidiary from such transferee that are converted by us or such Restricted Subsidiary into cash within 180 days of their receipt (subject to ordinary settlement periods), to the extent of the cash received in that conversion; and

        (c)   any Designated Non-cash Consideration received by us or any such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at the time outstanding, not to exceed the greater of $10.0 million and 1.5% of our Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale, we (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds at our option:

        (1)   to permanently reduce obligations under the Credit Agreement and, in the case of revolving obligations thereunder, to correspondingly reduce commitments with respect thereto (or other Indebtedness of the issuer or Subsidiary Guarantees secured by a Lien) or Pari Passu Indebtedness; provided that if the issuer or a Subsidiary Guarantor shall so reduce obligations under such Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the notes by making an offer (in accordance with the procedures set forth in the indenture for an Asset Sale offer) to all holders of notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of notes), in each case other than Indebtedness owed to either the issuer or an Affiliate of the issuer (provided that in the case of any reduction of any revolving obligations, the issuer or such Subsidiary shall effect a corresponding reduction of commitments with respect thereto);

        (2)   to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

        (3)   to acquire assets (other than inventory) that are used or useful in a Permitted Business;

        (4)   to make capital expenditures in or that are used or useful in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in a manner not prohibited by the indenture, in each case, to the extent such expenditures are made by or used in the issuer or a Subsidiary Guarantor; or

        (5)   any combination of the foregoing.

        In the case of each of clauses (2) and (3) above, the entry into a definitive agreement to acquire such assets within 365 days after the receipt of any Net Proceeds from an Asset Sale shall be treated as a permitted application of the Net Proceeds from the date of such agreement so long as we or such Restricted Subsidiary, as the case may be, enters into such agreement with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 455 days of the date of the receipt of such Net Proceeds and such Net Proceeds are actually so applied within such period.

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        Pending the final application of any Net Proceeds, we may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided above will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $20.0 million, we will, within 30 days, make an Asset Sale offer to all Holders of notes and all holders of Pari Passu Indebtedness containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale offer, we may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of notes and Pari Passu Indebtedness tendered into such Asset Sale offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such Pari Passu Indebtedness to be purchased as described below under "—Selection and Notice." Upon completion of each Asset Sale offer, the amount of Excess Proceeds will be reset at zero.

        We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

Selection and Notice

        If less than all of the notes are to be redeemed or purchased at any time, the trustee will select notes for redemption or purchase as follows:

        (1)   if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

        (2)   if the notes are not listed on any national securities exchange, on a pro rata basis and otherwise in accordance with the procedures of the Depository Trust Company.

        No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional, except that a Change of Control offer made in advance of a Change of Control may be made conditional upon the occurrence of such Change of Control.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

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Certain Covenants

Suspended Covenants

        Following the first day (the "Suspension Date") that:

        (1)   the notes have an Investment Grade Rating from both of the Rating Agencies; and

        (2)   no Default has occurred and is continuing under the indenture;

we and our Restricted Subsidiaries will not be subject to the provisions of the indenture summarized below:

        (A)  "—Restricted Payments;"

        (B)  "—Incurrence of Indebtedness;"

        (C)  "—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;"

        (D)  "Repurchase at the Option of Holders—Asset Sales;" and

        (E)  "—Transactions with Affiliates;"

        (F)  clause (d) of the first paragraph under the heading "Merger, Consolidation or Sale of Assets" (collectively, the "Suspended Covenants").

        In the event that we and our Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the notes below an Investment Grade Rating, then we and our Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events and the Subsidiary Guarantees will be reinstated to the extent required by the indenture (unless and until a Suspension Date again occurs). Each period of time between any Suspension Date and the related Reversion Date, if any, is referred to in this description as a "Suspension Period." Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during a Suspension Period (or on the Reversion Date or after a Suspension Period based solely on events that occurred during such Suspension Period). During any Suspension Period, we may not designate any Subsidiary to be an Unrestricted Subsidiary unless we would have been permitted to designate such Subsidiary to be an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period.

        On the Reversion Date, all Indebtedness incurred during the related Suspension Period will be classified as have been incurred or issued pursuant to the first paragraph of "—Incurrence of Indebtedness" or, at our option, one or more of the clauses set forth in the second paragraph thereof (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to the first or second paragraph of "—Incurrence of Indebtedness," such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (2) of the second paragraph of that covenant. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Restricted Payments" will be made as though the covenant described under "—Restricted Payments" had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of "—Restricted Payments." For purposes of determining compliance with paragraphs (a) and (b) of "Repurchase at the Option of Holders—Asset Sales," the Excess Proceeds will be deemed to be reset to zero on the Reversion Date.

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Restricted Payments

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly:

        (1)   declare and pay any dividend or make any other payment or distribution on account of our or any of our Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving us or any of our Restricted Subsidiaries) or to the direct or indirect holders of our or any of our Restricted Subsidiaries' Equity Interests in their capacity as such (in each case other than dividends or distributions (a) payable in our or any of our Restricted Subsidiaries' Equity Interests (other than Disqualified Stock) or (b) to us or any of our Restricted Subsidiaries);

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving us or any of our Restricted Subsidiaries) any of our or our Restricted Subsidiaries' Equity Interests (in each case other than (a) any of our Restricted Subsidiaries' Equity Interests owned by us or another Restricted Subsidiary and (b) a payment made solely with Equity Interests not constituting Disqualified Stock);

        (3)   make any payment (other than a payment made solely with Equity Interests not constituting Disqualified Stock) to purchase, redeem, defease or otherwise acquire or retire for value, prior to any scheduled maturity or scheduled sinking fund or mandatory redemption payment, any of our or our Restricted Subsidiaries' Subordinated Indebtedness (other than Subordinated Indebtedness owed to us or any of our Restricted Subsidiaries), except payments of principal and interest in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case within one year of the due date thereof, and payments of principal and interest at the Stated Maturity thereof; or

        (4)   make any Restricted Investment.

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

        (A)  no Default or Event of Default has occurred and is continuing or would exist upon giving effect to such Restricted Payment; and

        (B)  we would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the "Incurrence of Indebtedness" covenant; and

        (C)  such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by us and our Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6) and (7) of the next paragraph), is less than the sum, without duplication, of:

          (i)  50% of our Consolidated Net Income for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of our most recently ended fiscal quarter for which our financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

         (ii)  100% of the aggregate net cash proceeds or the Fair Market Value of property or assets received by us since the Issue Date as a contribution to our common equity capital or from the issue or sale of our Equity Interests (other than Disqualified Stock) or from the

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issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of ours that have been converted into or exchanged for such Equity Interests (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of ours), plus

        (iii)  to the extent that any of our Unrestricted Subsidiaries is redesignated as a Restricted Subsidiary after the Issue Date, the Fair Market Value of our Investment in such Subsidiary as of the date of such redesignation.

        So long as no Default has occurred and is continuing or would exist upon given effect thereto (except with respect to clauses (3) and (5) below), the preceding provisions will not prohibit:

        (1)   the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;

        (2)   the redemption, purchase, repurchase, retirement, defeasance or other acquisition of any of our or any of our Restricted Subsidiaries' Subordinated Indebtedness or of any of our Equity Interests in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to any of our Restricted Subsidiaries) of, our Equity Interests (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, purchase, repurchase, retirement, defeasance or other acquisition will be excluded from clause (C)(ii) of the preceding paragraph;

        (3)   the defeasance, redemption, repurchase or other acquisition or retirement for value of our Subordinated Indebtedness or Subordinated Indebtedness of any of our Restricted Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or of Equity Interests other than Disqualified Stock;

        (4)   the purchase, repurchase, redemption, or other acquisition or retirement for value of any of our Equity Interests held by any member of our (or any of our Restricted Subsidiaries') management (or their estates or beneficiaries under their estates) pursuant to any management equity subscription agreement, stock option agreement or similar agreement or other agreement under which such Equity Interests were issued; provided that the aggregate price paid for all such purchased, repurchased, redeemed, acquired or retired Equity Interests may not exceed $3.0 million in any twelve-month period; provided, further, that any of the $3.0 million permitted to be applied under this clause (4) in any twelve-month period (and not so applied) may be carried forward for use in any future twelve-month period; provided, further, that such amount in any twelve- month period may be increased by an amount not to exceed (A) the cash proceeds received by us or any of our Restricted Subsidiaries from the sale of our Equity Interests (other than Disqualified Stock) to any member of our (or any of our Restricted Subsidiaries') management that occurs after the Issue Date; provided, however, that the amount of such cash proceeds utilized for any such purchase, repurchase, redemption or other acquisition or retirement for value will not increase the amount available for Restricted Payments under clause (C)(ii) of the preceding paragraph; plus (B) the cash proceeds of key man life insurance policies received by us and our Restricted Subsidiaries after the Issue Date;

        (5)   in the case of a Subsidiary, the payment of dividends or any similar distribution to the holders of any class of its Capital Stock on a pro rata basis;

        (6)   the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities;

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        (7)   any cash payment, in lieu of issuance of fractional shares, in connection with the exercise of warrants, options or other securities convertible into or exchangeable for our Capital Stock or the Capital Stock of any of our Restricted Subsidiaries;

        (8)   to the extent no Default in any payment in respect of principal or interest under the notes or the Credit Agreement or Event of Default has occurred and is continuing or would exist upon giving effect thereto, upon the occurrence of a Change of Control or an Asset Sale, the defeasance, redemption, repurchase or other acquisition of any subordinated Indebtedness pursuant to provisions substantially similar to those described under "Repurchase at the Option of Holders—Change of Control" and "Repurchase at the Option of Holders—Asset Sales" at a purchase price not greater than 101% of the principal amount thereof(in the case of a Change of Control) or at a percentage of the principal amount thereof not higher than the principal amount applicable to the notes(in the case of an Asset Sale), plus any accrued and unpaid interest thereon; provided that prior to or contemporaneously with such defeasance, redemption, repurchase or other acquisition, we have made a Change of Control offer or Asset Sale offer, as the case may be, with respect to the notes and have repurchased all notes validly tendered for payment and not withdrawn in connection therewith;

        (9)   to the extent no Default in any payment in respect of principal or interest under the notes or the Credit Agreement or Event of Default has occurred and is continuing or would exist upon giving effect thereto, the payment of dividends on our common stock and the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any of our Equity Interests (other than Disqualified Stock) in an aggregate amount not to exceed $10.0 million in any calendar year;

        (10) the purchase, redemption, defeasance or other acquisition or retirement for value of any Seller Notes incurred under clause (10) of the definition of Permitted Debt or existing on the Issue Date; provided that we would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of "—Incurrence of Indebtedness;"

        (11) the declaration and payment of dividends to holders of any class or series of our Disqualified Stock or the Disqualified Stock of any Restricted Subsidiary issued or incurred in compliance with the covenant described below under "—Incurrence of Indebtedness" to the extent such dividends are included in the calculation of Fixed Charges; and

        (12) other Restricted Payments in an aggregate amount since the Issue Date not to exceed $50.0 million.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s), property or securities proposed to be transferred or issued by us or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant in excess of $20.0 million will be determined by our Board of Directors whose resolutions with respect thereto will be delivered to the trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $50.0 million. Not later than the date of making any Restricted Payment, we will deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

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        For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

Incurrence of Indebtedness

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and we will not issue any Disqualified Stock and will not permit any of our Restricted Subsidiaries to issue Disqualified Stock; provided, however, that we and our Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for our most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period and any other Indebtedness repaid or Disqualified Stock that ceased to be outstanding since the beginning of such four-quarter period had been repaid or ceased to be outstanding at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

        (1)   the incurrence of additional Indebtedness and letters of credit under one or more Credit Facilities and Guarantees thereof; provided that the aggregate principal amount of all Indebtedness of ours and our Restricted Subsidiaries incurred pursuant to this clause (1) does not exceed $500.0 million at the time of incurrence thereof;

        (2)   the incurrence by us and our Restricted Subsidiaries of the Existing Indebtedness;

        (3)   the incurrence by us and any Subsidiary Guarantor of Indebtedness represented by the notes and the Subsidiary Guarantees to be issued on the Issue Date (and any notes and Guarantees issued in exchange for the notes and Subsidiary Guarantees pursuant to the registration rights agreement) and contribution, indemnification and reimbursement obligations owed by us or any Subsidiary Guarantor to any of the other of them in respect of amounts paid or payable on such notes or Guarantees;

        (4)   the incurrence by us or any of our Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in our business or the business of such Restricted Subsidiary, in an aggregate principal amount, including all Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $30.0 million at any time outstanding;

        (5)   the incurrence by us or any of our Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this covenant or clause (2) or (3) of this paragraph;

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        (6)   the incurrence by us or any of our Restricted Subsidiaries of intercompany Indebtedness owed to us or any of the Restricted Subsidiaries; provided, however, that:

        (a)   if we are the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes;

        (b)   if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such Subsidiary Guarantor's Subsidiary Guarantee; and

        (c)(i)  any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than us or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either us or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by us or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   the incurrence by us or any of our Restricted Subsidiaries of Hedging Obligations and other obligations with respect to derivative transactions incurred to hedge bona fide business risks and not for speculative purposes;

        (8)   the guarantee by us or any of our Restricted Subsidiaries of Indebtedness permitted to be incurred by another provision of this covenant; provided that, if the Indebtedness being guaranteed is subordinated to the notes, such guarantee is subordinated to the notes to the same extent as the Indebtedness being guaranteed;

        (9)   the incurrence by our Unrestricted Subsidiaries of Non-recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to be an incurrence of Indebtedness by a Subsidiary of ours that was not permitted by this clause (9);

        (10) the incurrence by us or any of our Restricted Subsidiaries of any Indebtedness under Seller Notes, not to exceed at the time of incurrence thereof the greater of (x) $50.0 million and (y) 5% of Consolidated Total Assets, including all Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (10);

        (11) Indebtedness incurred in respect of workers' compensation claims and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including Guarantees thereof) by us or any Restricted Subsidiary in the ordinary course of business;

        (12) Indebtedness arising from agreements of us or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the acquisition or disposition of any business, assets or Equity Interests of us or a Restricted Subsidiary otherwise permitted under the indenture;

        (13) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence, and Indebtedness arising from negative account balances in cash pooling arrangements arising in the ordinary course of business;

        (14) obligations of us or our Restricted Subsidiaries in respect of customer advances received and held in the ordinary course of business; and

        (15) the incurrence by us or any of our Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) not to exceed the greater of (x) $50.0 million and (y) 5.0% of Consolidated Total Assets at the time of incurrence thereof (which amount may be incurred, in whole or in part, under any of the Credit Facilities).

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        For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described above as of the date of incurrence thereof or is entitled to be incurred pursuant to the first paragraph of this covenant, we shall, in our sole discretion, at the time the proposed Indebtedness is incurred, (x) classify all or a portion of that item of Indebtedness on the date of its incurrence under either the first paragraph of this covenant or under any category of Permitted Debt, (y) reclassify at a later date all or a portion of that or any other item of Indebtedness as being or having been incurred in any manner that complies with this covenant and (z) elect to comply with this covenant and the applicable definitions in any order; provided, however, that Indebtedness incurred pursuant to the Credit Agreement on the Issue Date (or any subsequent or replacement Credit Facility contemplated by this prospectus) shall be treated as incurred pursuant to clause (1) of the definition of Permitted Debt and may not later be reclassified.

        The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Indebtedness in the form of additional Indebtedness or payment of dividends on Capital Stock in the forms of additional shares of Capital Stock with the same terms will not be deemed to be an incurrence of indebtedness for purposes of this covenant.

        We will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually or by its terms subordinate or junior in right of payment to any Senior Debt of ours and not subordinate or junior in right of payment to the notes to the same extent; provided, however, that no Indebtedness of ours will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination. No Subsidiary Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually or by its terms subordinate or junior in right of payment to the Senior Debt of such Subsidiary Guarantor and not subordinate or junior in right of payment to such Subsidiary Guarantor's Subsidiary Guarantee to the same extent; provided, however, that no Indebtedness of a Subsidiary Guarantor will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.

Liens

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness or Attributable Debt on any asset now owned or hereafter acquired or any proceeds therefrom, or assign or convey any right to receive income therefrom, except Permitted Liens, unless:

        (1)   in the case of Liens securing Subordinated Indebtedness, the notes and related Subsidiary Guarantees are secured by a Lien on such property (including Capital Stock of a Restricted Subsidiary), assets, proceeds, income or profit that is senior in priority to such Liens until such time as such Subordinated Indebtedness is no longer secured by such Liens; and

        (2)   in the case of Liens securing Senior Debt, the notes and related Subsidiary Guarantees are equally and ratably secured on such property (including Capital Stock of a Restricted Subsidiary), assets, proceeds, income or profit until such time as such Senior Debt is no longer secured by such Liens.

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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on or in respect of its Capital Stock to us or any of our Restricted Subsidiaries or pay any Indebtedness owed to us or any other of our Restricted Subsidiaries;

        (2)   make any loans or advances to us or any other of our Restricted Subsidiaries; or

        (3)   transfer any of its properties or assets to us or any other of our Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (1)   any agreement or other document as in effect on the Issue Date or subsequent agreements or documents relating to our Indebtedness or Indebtedness of any Restricted Subsidiary and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such agreements or documents; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not, in our good faith judgment, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or documents on the Issue Date;

        (2)   the indenture, the notes and the Subsidiary Guarantees;

        (3)   applicable law, rule, regulation or order;

        (4)   any instrument governing Indebtedness or Capital Stock of a Person acquired by us or any of our Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

        (5)   customary provisions restricting subletting or assignment of any lease, contract or license and provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

        (6)   purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property (and proceeds thereof) of the nature described in clause (3) of the preceding paragraph;

        (7)   any agreement in connection with the sale of assets or Capital Stock, including, without limitation, any agreement for the sale or other disposition of a Restricted Subsidiary or its assets that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

        (8)   Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, in our good faith judgment, materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (9)   Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the "—Liens" covenant that limit the right of the debtor to dispose of the assets subject to such Liens;

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        (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;

        (11) any encumbrance or restriction existing at the time of the acquisition of property, so long as the encumbrances or restrictions relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);

        (12) restrictions on cash and other deposits or net worth imposed by direct or indirect customers or suppliers under contracts entered into in the ordinary course of business;

        (13) any Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which encumbrance or restriction is in existence at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

        (14) any Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the accounts receivable and other financial assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and

        (15) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date.

        Nothing contained in this covenant shall prevent us or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under the "Liens" covenant or (ii) restricting the sale or other disposition of property or assets of us or any of our Restricted Subsidiaries that secure Indebtedness that is not prohibited by the indenture.

Merger, Consolidation or Sale of Assets

        We may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not we are the surviving corporation) or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of our properties or assets and the properties or assets of our Restricted Subsidiaries taken as a whole, in one or more related transactions (except for a pledge of assets as collateral for security purposes but not any outright assignment upon any foreclosure of such collateral), to another Person; unless:

        (a)   either: (x) we are the surviving corporation; or (y) the Person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

        (b)   the Person formed by or surviving any such consolidation or merger (if other than us) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all of our obligations under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

        (c)   immediately after such transaction no Default or Event of Default exists; and

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        (d)   we or the Person formed by or surviving any such consolidation or merger (if other than us), or to which such sale, assignment, transfer, conveyance or other disposition has been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the "—Incurrence of Indebtedness" covenant or (ii) our Fixed Charge Coverage Ratio, or the Person formed by or surviving any such consolidation or merger (if other than us), or to which such sale, assignment, transfer, conveyance or other disposition has been made, shall not be less than our Fixed Charge Coverage Ratio immediately prior to such transaction or series of transactions.

        Notwithstanding the foregoing, failure to satisfy the requirements of the preceding clauses (c) and (d) will not prohibit:

          (i)  a merger between us and a Restricted Subsidiary that is a wholly-owned Subsidiary of us or the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of us and our Restricted Subsidiaries taken as a whole to a Restricted Subsidiary that is a wholly-owned Subsidiary of us; or

         (ii)  a merger between us and an Affiliate formed solely for the purpose of converting us into an entity organized under the laws of the United States or any political subdivision or state thereof; so long as, in each case, the amount of Indebtedness of us and our Restricted Subsidiaries is not increased thereby.

        The Person formed by or surviving any consolidation or merger (if other than us) will succeed to, and be substituted for, and may exercise every right and power of ours under the indenture, but, in the case of a lease of all or substantially all our assets, we will not be released from the obligation to pay the principal of and interest on the notes.

Designation of Restricted and Unrestricted Subsidiaries

        Our Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if upon giving effect to such designation a Default would not exist. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by us and our Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the "—Restricted Payments" covenant to the extent such Investments do not constitute Permitted Investments, as determined by us. That designation will only be permitted if the Investments would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Our Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if upon given effect to such redesignation a Default would not exist.

Transactions with Affiliates

        We will not, and will not permit any of our Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of our or our Restricted Subsidiaries' respective properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of,

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any Affiliate of us involving aggregate consideration in excess of $2.0 million (each, an "Affiliate Transaction"), unless:

        (1)   such Affiliate Transaction is on terms that are not materially less favorable to us or the relevant Subsidiary than those that could reasonably have been obtained in a comparable arm's-length transaction by us or such Subsidiary with an unaffiliated party; and

        (2)   we deliver to the trustee:

        (a)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a resolution of our Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

        (1)   any employment agreement, employee benefit plan, related trust agreement or any other similar arrangement entered into by us or any of our Restricted Subsidiaries in the ordinary course of business;

        (2)   transactions between or among us and/or our Restricted Subsidiaries;

        (3)   transactions with a Person that is an Affiliate of ours solely because we own an Equity Interest in such Person;

        (4)   the payment of reasonable and customary compensation and indemnities and other benefits to members of our Board of Directors or the Board of Directors of a Restricted Subsidiary who are outside directors;

        (5)   the payment of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to directors, officers and employees of the Company or any Restricted Subsidiary in the ordinary course of business;

        (6)   sales of Equity Interests (other than Disqualified Stock) to Affiliates of ours;

        (7)   Permitted Investments, Restricted Payments that are permitted by the "—Restricted Payments" covenant and transactions permitted by, and complying with, the "Merger, Consolidation or Sale of Assets" covenant;

        (8)   any agreement (including any certificate of designations relating to Capital Stock) as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date;

        (9)   transactions effected as part of a Qualified Receivables Transaction;

        (10) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on terms that are not materially less favorable to us or such Restricted Subsidiary, as the case may be, as determined in good faith by us, than

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those that could be obtained in a comparable arm's-length transaction with a Person that is not our Affiliate; and

        (11) sales or leases of goods to joint ventures and Affiliates (but excluding any officers or directors) in the ordinary course of business for less than fair market value but not for less than cost.

Additional Subsidiary Guarantees

        If any of our Domestic Subsidiaries Guarantees at least $15.0 million of the obligations of any borrower under a Credit Facility after the Issue Date and such Domestic Subsidiary is not a Guarantor of the notes, then that Domestic Subsidiary will execute and deliver to the trustee a supplemental indenture providing for a Subsidiary Guarantee and deliver an opinion of counsel satisfactory to the trustee within 10 business days of the date on which it was acquired or created; provided, however, that the foregoing shall not apply to Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the indenture for so long as they continue to constitute Unrestricted Subsidiaries.

Sale and Leaseback Transactions

        We will not, and will not permit any of our Restricted Subsidiaries to, enter into any transaction pursuant to which property is sold or transferred by us or a Restricted Subsidiary and is thereafter leased back as a capital lease by us or a Restricted Subsidiary; provided that we or any Restricted Subsidiary may enter into such a sale and leaseback transaction if:

        (1)   we or that Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the "—Incurrence of Indebtedness" covenant and (b) incurred a Lien to secure such Indebtedness pursuant to the "—Liens" covenant;

        (2)   the consideration received in such sale and leaseback transaction is at least equal to the Fair Market Value, as set forth in an officers' certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and

        (3)   the transfer of assets in that sale and leaseback transaction is permitted by, and we apply the proceeds of such transaction in compliance with, the "—Asset Sales" covenant.

Business Activities

        We will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to us and our Subsidiaries taken as a whole.

Payments for Consent

        We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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Reports

        Whether or not required by the SEC, so long as any notes are outstanding, we will furnish to the Holders of notes (with copies to the trustee), within the time periods specified in the SEC's rules and regulations:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by our certified independent accountants; and

        (2)   all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports.

        We will be deemed to have furnished such reports to the trustee and the Holders if we have filed such reports with the SEC via the EDGAR filing system (or any successor system) and such reports are publicly available.

        If we have designated any of our Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of us and our Restricted Subsidiaries separate from the financial condition and results of operations of our Unrestricted Subsidiaries.

        In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, whether or not required by the SEC, we will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, we and the Subsidiary Guarantors have agreed that, for so long as any notes remain outstanding, we will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an "Event of Default" if it shall occur and be continuing:

        (1)   default for 30 days in the payment when due of interest on the notes;

        (2)   default in payment when due of the principal of or premium, if any, on the notes;

        (3)   failure by us or any of our Restricted Subsidiaries to comply with the "—Merger, Consolidation or Sale of Assets" covenant;

        (4)   failure by us or any of our Restricted Subsidiaries for 30 days after notice to comply with the provisions described under the headings "—Repurchase at the Option of Holders—Asset Sales" or "—Repurchase at the Option of Holders—Change of Control;"

        (5)   failure to perform or comply with the "Reports" covenant and continuance of such failure to perform or comply for a period of 90 days after written notice thereof has been given to us by the trustee or to us and the trustee by the Holders of at least 25% in aggregate principal amount of the outstanding notes;

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        (6)   failure by us or any of our Restricted Subsidiaries for 60 days after notice to comply with any other covenant or agreement in the indenture or the notes after written notice thereof has been given to us by the trustee or to us and the trustee by the Holders of at least 25% in aggregate principal amount of the outstanding notes;

        (7)   default by us or any Restricted Subsidiary under any mortgage, indenture or instrument (other than the indenture, the notes and the Subsidiary Guarantees) under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed (other than any such Indebtedness payable to us or any of our Subsidiaries) by us or any of our Restricted Subsidiaries (or the payment of which is guaranteed by us or any of our Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

        (a)   is caused by a failure to pay any scheduled installment of principal on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there exists a Payment Default or the maturity of which has been so accelerated at such time, aggregates more than $30.0 million;

        (8)   failure by us or any of the Subsidiary Guarantors to pay final judgments (to the extent not covered by insurance) aggregating in excess of $30.0 million, which judgments are not paid, discharged, satisfied, waived, bonded or stayed for a period of 60 consecutive days;

        (9)   except as permitted by or in accordance with the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

        (10) certain events of bankruptcy or insolvency described in the indenture with respect to us or any of our Significant Subsidiaries (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary).

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to us, any Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately by a notice in writing to us (and to the trustee if given by Holders of the notes); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the notes, have been cured or waived as provided in the indenture.

        In the event of a declaration of acceleration of the notes solely because an Event of Default described in clause (7) above has occurred and is continuing, the declaration of acceleration of the notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (7) shall be remedied or cured by us or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the trustee for the payment of amounts due on the notes.

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        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

        The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the notes.

        We are required to deliver to the trustee annually a statement regarding compliance with the indenture. Promptly after becoming aware of any Default or Event of Default, we are required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of ours or of any Subsidiary Guarantor, as such, will have any liability for any obligations of ours or of the Subsidiary Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        We may, at our option and at any time, elect to have all of our obligations discharged with respect to the outstanding notes and all obligations of the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:

        (1)   the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on such notes when such payments are due from the trust referred to below;

        (2)   our obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the trustee, and our and the Subsidiary Guarantors' obligations in connection therewith;

        (4)   our obligations incidental to our rights of optional redemption; and

        (5)   the Legal Defeasance provisions of the indenture.

        In addition, we may, at our option and at any time, elect to have our obligations and the obligations of the Subsidiary Guarantors and Restricted Subsidiaries released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

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        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   we must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the Stated Maturity or on the applicable redemption date, as the case may be, and we must specify whether the notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, we must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing);

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (including, without limitation, the Credit Agreement, but excluding the indenture) to which we are a party or by which we are bound;

        (6)   we must deliver to the trustee an officers' certificate stating that the deposit was not made by us with the intent of preferring the Holders of notes over our other creditors with the intent of defeating, hindering, delaying or defrauding our creditors or others; and

        (7)   we must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

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        Without the consent of each Holder directly affected thereby, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder):

        (1)   reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or delay the fixed maturity of any note or alter the provisions with respect to the redemption of the notes;

        (3)   reduce the rate of or delay the time for payment of interest on any note;

        (4)   waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any note payable in money other than that stated in the notes;

        (6)   make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium, if any, on the notes;

        (7)   waive a redemption payment with respect to any note;

        (8)   make any change in the preceding amendment and waiver provisions; or

        (9)   modify or change any provision of the indenture or the related definitions affecting the ranking of the notes in a manner that would materially adversely affect the holders of the notes.

        Without the consent of at least two-thirds in aggregate principal amount of the notes then outstanding, an amendment or waiver may not:

        (1)   make any change in the provisions of the indenture described above under the heading "—Repurchase at the Option of Holders;" or

        (2)   release any Domestic Subsidiary from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture.

        Notwithstanding the preceding, without the consent of any Holder of notes, we, the Subsidiary Guarantors and the trustee may amend or supplement the indenture or the notes:

        (1)   to cure any ambiguity, defect, omission, mistake or inconsistency;

        (2)   to provide for global notes and/or uncertificated notes in addition to or in place of certificated notes;

        (3)   to provide for the assumption by a successor Person of our obligations under the indenture in the case of a merger or consolidation or sale of all or substantially all of our assets;

        (4)   to make any change that would provide any additional rights or benefits to the Holders of notes (including the addition of Events of Default);

        (5)   to make any change to comply with any requirement of the SEC in order to effect or maintain the qualification of the indenture under the Trust indenture Act;

        (6)   to add covenants for the benefit of the Holders or to surrender any right or power conferred upon us or any Subsidiary Guarantor;

        (7)   to add a Subsidiary Guarantor under the indenture or release a Subsidiary Guarantor in accordance with the indenture;

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        (8)   to conform the text of the indenture, the notes or the Subsidiary Guarantees to any provision of this "Description of the Notes" section of this prospectus to the extent such provision of the indenture, the notes or the Subsidiary Guarantees was intended to conform to the text of this "Description of the Notes" section;

        (9)   to evidence and provide for the acceptance of appointment under the indenture by a successor trustee; and

        (10) to provide for or confirm the issuance of additional notes in accordance with the terms of the indenture.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

        (1)   either:

        (a)   all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to us, have been delivered to the trustee for cancellation; or

        (b)   all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise, and we have irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

        (2)   no Default or Event of Default has occurred and is continuing on the date of the deposit or will exist upon giving effect to the deposit and, upon giving effect to the deposit, no breach or violation of, or default under, any other instrument to which we or any Subsidiary Guarantor is a party or by which we or any Subsidiary Guarantor is bound would exist;

        (3)   we have paid or caused to be paid all sums then due and payable by us under the indenture; and

        (4)   we have delivered irrevocable instructions to the trustee under the indenture to apply the deposited money and/or non-callable Government Securities toward the payment of the notes at maturity or the redemption date, as the case may be.

        In addition, we must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of ours or of any Subsidiary Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must (i) eliminate such conflict within 90 days, (ii) apply to the SEC for permission to continue or (iii) resign.

        The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default

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occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

        Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to us at the address set forth in "Where You Can Find More Information."

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, to the extent such Indebtedness is secured by such Lien.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that for purposes of the "Transactions with Affiliates" covenant, beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Applicable Premium" means with respect to any note on the applicable redemption date, the greater of:

        (1)   1.0% of the then outstanding principal amount of the note; and

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the notes at November 15, 2014 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the notes through November 15, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the then outstanding principal amount of the note.

        "Ares" means Ares Management LLC or any of its Affiliates, any investment fund solely managed by any of them, or any Affiliate of any such investment fund.

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        "Asset Acquisition" means (a) an Investment by us or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into us or any Restricted Subsidiary; or (b) the acquisition by us or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

        "Asset Sale" means (1) the sale, transfer, conveyance or other disposition of any assets, excluding the issuance or sale of our Equity Interests (each referred to in this definition as a "disposition"); and (2) the issuance or sale of Equity Interests of any Restricted Subsidiary or sale of Equity Interests in any of its Restricted Subsidiaries; provided that the disposition of all or substantially all of the assets of us and our Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under "—Merger, Consolidation or Sale of Assets" and not by the provisions of the "—Asset Sales" covenant.

        Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

        (1)   any single disposition or series of related dispositions that involves assets or rights having a Fair Market Value of less than $2.5 million;

        (2)   dispositions of cash or Cash Equivalents;

        (3)   the sale and leaseback of any assets within 90 days of the acquisition thereof;

        (4)   a disposition between or among us and our Restricted Subsidiaries or between or among our Restricted Subsidiaries;

        (5)   the disposition of equipment, inventory, accounts receivable or other assets or rights in the ordinary course of business;

        (6)   a Restricted Payment that is permitted by the "Restricted Payments" covenant or an Investment not prohibited by the Indenture;

        (7)   the disposition of assets that, in our good faith judgment, are no longer used or useful in the business of the applicable entity;

        (8)   any trade-in of equipment in exchange for other equipment; provided that in our good faith judgment, we or such Restricted Subsidiary receives equipment having a Fair Market Value equal to or greater than the equipment being traded in;

        (9)   the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets between us or any of our Restricted Subsidiaries and another Person to the extent that the Related Business Assets received by us or our Restricted Subsidiaries are of equivalent or better Fair Market Value than the Related Business Assets transferred;

        (10) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

        (11) leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of us or any of our Restricted Subsidiaries and otherwise in accordance with the provisions of the indenture;

        (12) dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business and consistent with past practice;

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        (13) licensing or sublicensing of intellectual property or other general intangibles in accordance with industry practice in the ordinary course of business;

        (14) any transfer of accounts receivable or other financial assets, or a fractional undivided interest therein, by a Receivable Subsidiary in a Qualified Receivables Transaction;

        (15) any sales of accounts receivable or other financial assets, directly or indirectly, to a Receivable Subsidiary pursuant to a Qualified Receivables Transaction for the Fair Market Value thereof (including the issuance of equity by and/or an increase in the value of the equity of such Receivable Subsidiary) (for the purposes of this clause (15), Purchase Money Notes will be deemed to be cash); or

        (16) foreclosures on assets to the extent it would not otherwise result in a Default or Event of Default.

        For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation or any duly authorized committee thereof;

        (2)   with respect to a partnership, the board of directors of the general partner of the partnership; and

        (3)   with respect to any other Person, the board or committee of such Person or, as applicable, another Person serving a similar function.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would be required to be capitalized on a balance sheet in accordance with GAAP as in effect as of the Issue Date.

        "Capital Stock" means:

        (1)   in the case of a corporation, any and all equity shares, including common stock and preferred stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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        "Cash Equivalents" means:

        (1)   United States dollars;

        (2)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

        (3)   time deposits in and certificates of deposit of any Eligible Bank, provided that such time deposits and certificates of deposit have a maturity date not more than two years after the date of acquisition and that the weighted average maturity of all such time deposits and certificates of deposit is one year or less from the respective dates of acquisition;

        (4)   repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clauses (2) and (3) above entered into with any Eligible Bank;

        (5)   direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such obligations mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition;

        (6)   commercial paper of any Person other than an Affiliate of us and other than structured investment vehicles, provided that such commercial paper has one of the two highest ratings obtainable from either Standard & Poor's or Moody's and matures within 180 days after the date of acquisition;

        (7)   (A) overnight and demand deposits in and bankers' acceptances of any Eligible Bank and (B) overnight and demand deposits in any other bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; and

        (8)   money market funds substantially all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

        "Change of Control" means the occurrence of any of the following:

        (1)   any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the indenture), other than to a Permitted Holder or a Subsidiary Guarantor;

        (2)   the approval by the holders of our Capital Stock of any plan or proposal for the liquidation or dissolution of us (whether or not otherwise in compliance with the provisions of the indenture);

        (3)   we become aware that any Person or Group other than the Permitted Holder is or has become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by our issued and outstanding Capital Stock;

        (4)   the replacement of a majority of our Board of Directors over a two-year period from the directors who constituted our Board of Directors at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved; or

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        (5)   we consolidate with, or merge with or into, any Person other than a Permitted Holder, or any Person, other than a Permitted Holder or a Subsidiary Guarantor, consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the outstanding Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where our Voting Stock outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

        (1)   an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

        (2)   provision for taxes based on or measured by income or profits of such Person and its Restricted Subsidiaries for such period to the extent the same was deducted in computing such Consolidated Net Income; plus

        (3)   consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

        (4)   depreciation, amortization (including amortization of goodwill, other intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

        (5)   any expenses or charges related to any public or private sale of our Capital Stock or any Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the indenture (in each case whether or not consummated) or to the transactions contemplated by the offering memorandum dated October 20, 2010 with respect to the issuance of the original notes, and, in each case, deducted in such period in computing Consolidated Net Income; plus

        (6)   the amount of any non-recurring restructuring charges or reserves deducted in such period in computing Consolidated Net Income, including any one-time, non-recurring costs incurred in connection with the closure and/or consolidation of facilities, and any net loss from discontinued operations; plus

        (7)   any other non-cash charges, including any write off or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period and the reversal of any accrual

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of, or cash reserve for, anticipated charges in any period where such accrual or reserve is no longer required); plus

        (8)   any costs or expenses incurred by us or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of us or net cash proceeds of an issuance of our Capital Stock (other than Disqualified Stock); minus

        (9)   any non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

        (1)   the Net Income (but not loss) of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

        (2)   solely for purposes of determining the amount available for Restricted Payments under clause (C) of the "Restricted Payments" covenant, the Net Income of any Restricted Subsidiary (other than a Subsidiary Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; provided that, for the avoidance of doubt, Consolidated Net Income shall be increased in amounts equal to the amounts of cash actually received;

        (3)   the cumulative effect of a change in accounting principles will be excluded;

        (4)   any fees, expenses and debt issuance costs paid in connection with the issuance of the notes will be excluded;

        (5)   any non-cash impairment charges or asset write-off or write-down resulting from the application of Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 350 "Intangibles—Goodwill and Other" or ASC Topic 360 "Property, Plant and Equipment," and the amortization of intangibles arising pursuant to ASC Topic 805 "Business Combinations" or any related subsequent Statement of Financial Accounting Standards will be excluded;

        (6)   the Net Income from any disposed or discontinued operations or any net gains or losses on disposed or discontinued operations, on an after-tax basis, will be excluded;

        (7)   non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary will be excluded;

        (8)   non-cash gains, losses, income and expenses resulting from fair value accounting required by ASC Topic 815 "Derivatives and Hedging" or any related subsequent Statement of Financial Accounting Standards will be excluded; and

        (9)   any net unrealized gain or loss (after any offset) resulting from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net gain or loss

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resulting from obligations under Hedging Obligations for currency exchange risk) and any foreign currency translation gains or losses will be excluded.

        "Consolidated Secured Debt Ratio" means, as of any date of determination, the ratio of (1) all of our Consolidated Total Indebtedness to the extent that it is secured by Liens as of the end of the most recent fiscal period for which our financial statements are publicly available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) our Consolidated Cash Flow for the most recently ended four full fiscal quarters for which our financial statements are publicly available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

        "Consolidated Total Assets" means the total consolidated assets of the Company and its Restricted Subsidiaries as shown on the most recent quarterly or annual (as the case may be) consolidated balance sheet of the Company.

        "Consolidated Total Indebtedness" means, as of any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of us and our Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Capital Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and (2) the aggregate amount of all of our outstanding Disqualified Stock on a consolidated basis, with the amount of such Disqualified Stock equal to the greater of its voluntary or involuntary liquidation preference and maximum fixed repurchase price, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on the date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by us.

        "Credit Agreement" means that certain Credit Agreement, dated as of May 26, 2006, as amended to date, by and among us and the guarantors, agents and lenders from time to time party thereto, including any related notes, letters of credit, guarantees, security and collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, supplemented, renewed, refunded, replaced, restructured, restated or refinanced in whole or in part from time to time (including any agreement to extend the maturity thereof, increase the amount of available borrowings thereunder (provided that such increase is permitted by the "—Incurrence of Indebtedness" covenant above) and/or add borrowers or guarantors), in each case with respect to such agreement or any successor or replacement agreement and whether under the same or any other agent, lender, group of lenders, purchasers or debt holders.

        "Credit Facilities" means one or more credit facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with investment or commercial banks or other institutional lenders providing for, or acting as initial purchasers of, revolving credit loans, term loans, notes, debentures, securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or bankers' acceptances, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, restated or refinanced (including any agreement to extend the maturity thereof and adding additional borrowers or guarantors) in whole or in part from time to time and including increasing the amount of available borrowings thereunder; provided that such increase is permitted by the "—Incurrence of Indebtedness" covenant above.

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        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by us or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an officers' certificate delivered by us to the trustee, setting forth the basis of such valuation less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date on which the notes mature; provided that only the portion of such Capital Stock which matures, is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require us to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that we may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the "—Restricted Payments" covenant.

        "Domestic Subsidiary" means any Subsidiary of ours that was formed under the laws of the United States or any state of the United States or the District of Columbia.

        "Eligible Bank" means (a) any lender party to the Credit Agreement and (b) a bank or trust company that (i) is licensed, chartered or organized and existing under the laws of the United States of America or any state, territory, province or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Indebtedness for borrowed money of which is rated at least "A-2" by Moody's or at least "A" by Standard and Poor's.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Existing Indebtedness" means Indebtedness of us and our Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date (including available but undrawn commitments to extend Indebtedness to us and our Subsidiaries).

        "Fair Market Value" means, with respect to the consideration received or paid in any transaction or series of transactions or any investment, asset or other property, as the case may be, the fair market value thereof as determined in good faith by us. In the case of a transaction between us or a Restricted Subsidiary, on the one hand, and a Receivable Subsidiary, on the other hand, if we determine in our sole discretion that such determination is appropriate, a determination as to Fair Market Value may be made at the commencement of the transaction and be applicable to all dealings between the Receivable Subsidiary and us or such Restricted Subsidiary during the course of such transaction.

        "Fixed Charge Coverage Ratio" means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or

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redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however, that the Fixed Charges of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis will be computed based on the average daily balance of such Indebtedness during the four-quarter reference period and using the interest rate in effect at the end of such period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

        (1)   "Consolidated Cash Flow" and "Fixed Charges" shall be calculated after giving effect to the elimination or reduction of the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the entity involved in any Asset Acquisition to the extent such costs are eliminated or reduced (or public announcement has been made of the intent to eliminate or reduce such costs) prior to the date of such calculation and not replaced;

        (2)   Asset Acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (calculated in accordance with Regulation S-X promulgated under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

        (3)   the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date (including in any Asset Sale), will be excluded; and

        (4)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date (including in any Asset Sale), will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

provided that whenever pro forma effect is to be given to an acquisition or a disposition, the amount of income or earnings related thereto (including the incurrence of any Indebtedness and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, regardless of whether those expense and cost reductions could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any regulation or policy of the SEC related thereto) shall be reasonably determined in good faith by one or more of our responsible senior financial or accounting officers.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to

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Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

        (2)   any interest expense on Indebtedness of another Person to the extent that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

        (3)   the product of (a) all dividends and other distributions paid or accrued during such period in respect of Disqualified Stock of such Person and its Restricted Subsidiaries (other than dividends paid in Capital Stock other than Disqualified Stock), times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case on a consolidated basis and in accordance with GAAP.

        "GAAP" means generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect from time to time; provided, however, that, for purposes of the indenture, the determination of whether a lease constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder, shall be determined by reference to GAAP as in effect on the Issue Date.

        "Government Securities" means securities that are:

        (1)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

        (2)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;

        (2)   other agreements or arrangements designed to protect such Person against fluctuations in interest rates; and

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        (3)   foreign exchange contracts, currency swap agreements or other agreements or arrangements designed to protect such Person against fluctuations in currency values.

        "Holder" means a Person in whose name a note is registered.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding indebtedness payable to us or any of our Subsidiaries), whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (without double counting reimbursement obligations in respect thereof);

        (3)   constituting reimbursement obligations of such Person with respect to letters of credit, bankers' acceptances or similar facilities (excluding obligations in respect of letters of credit or bankers' acceptances issued in respect of trade payables) issued for the account of such Person; provided that such obligations shall not constitute Indebtedness except to the extent drawn and not repaid within five business days;

        (4)   representing Capital Lease Obligations;

        (5)   representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense, trade payable or current liability; or

        (6)   representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

        The amount of any Indebtedness outstanding as of any date will be:

        (1)   the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

        (2)   the net amount payable (after giving effect to permitted set-offs) if the Hedging Obligations were terminated on such date due to a default of such Person, in the case of any Indebtedness described in clause (6);

        (3)   the stated or determinable amount of or, if not stated or if indeterminable, the maximum reasonably anticipated liability under the Guarantee, in the case of Guarantees of any Indebtedness of any other Person;

        (4)   the amount of any Non-recourse Debt outstanding as of any date, to the extent such Non-recourse Debt is secured, will be the lesser of (a) the amount of the obligations secured and (b) the Fair Market Value of any pledged assets, in the case of such Indebtedness of others secured by a Lien on the assets of a Person; and;

        (5)   the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due.

        The amount of Indebtedness of us and our Subsidiaries will be calculated without duplication of Guarantees by us or our Subsidiaries in respect thereof.

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        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by Standard & Poor's, or an equivalent rating by any other Rating Agency.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. In no event will a guarantee of an operating lease or an ordinary course contract for the sale of goods and services of the issuer or any Restricted Subsidiary be deemed an Investment.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge or security interest in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any capital lease in the nature thereof.

        "Moody's" means Moody's Investors Service, Inc. and any successor to its rating business.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

        (1)   any gain or loss, together with any related provision for taxes on such gain or loss and net of fees and expenses relating to the transaction giving rise thereto, realized in connection with: (a) any Asset Sale or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the early extinguishment or conversion of any Indebtedness of such Person or any of its Restricted Subsidiaries;

        (2)   any extraordinary gain, loss, income, expenses or charges (net of fees and expenses relating to the transaction giving rise thereto), together with any related provision for taxes; and

        (3)   the portion of such net income attributable to non-controlling interests of Subsidiaries.

        "Net Proceeds" means, with respect to Asset Sales of any Person, cash received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such Person on any Indebtedness that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Indebtedness, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than us or a Restricted Subsidiary) in connection with such Asset Sale; and (iii) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Proceeds only at such time as it is so converted.

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        "Non-recourse Debt" means Indebtedness as to which neither we nor any of our Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness, but excluding in the case of a Receivable Subsidiary any Standard Securitization Undertakings) or (b) is directly or indirectly liable as a guarantor or otherwise (except in the case of a Receivable Subsidiary any Standard Securitization Undertakings).

        "Non-Recourse Receivable Subsidiary Indebtedness" has the meaning set forth in the definition of "Receivable Subsidiary."

        "Obligations" means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Pari Passu Indebtedness" means any Indebtedness of the Issuers or any Subsidiary Guarantor that ranks pari passu in right of payment with the notes or the Guarantees, as applicable.

        "Permitted Business" means any business similar in nature to any business conducted by us and our Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by us and our Restricted Subsidiaries on the Issue Date, in each case as determined in good faith by us.

        "Permitted Holder" means Ares unless Ares does not have a representative on our Board of Directors as a result of (x) the resignation by such representative without Ares nominating a replacement Ares designee, (y) the failure of the Ares representative (or a replacement nominee of Ares) to stand for election or (z) the failure of the Ares designee to be elected to our Board of Directors if Ares failed to vote in favor of such nominee; provided, however, that it shall not constitute a Change of Control under clause (3) or (5) under the definition of Change of Control solely because Ares ceases to be a Permitted Holder at a time when it owns in excess of 50% of the aggregate voting power represented by our issued and outstanding Capital Stock, unless Ares thereafter acquires beneficial ownership or voting control of one or more additional shares of our issued and outstanding Capital Stock.

        "Permitted Investments" means:

        (1)   any Investment in us or in one of our Restricted Subsidiaries;

        (2)   any Investment in Cash Equivalents;

        (3)   loans and advances to employees, directors and officers of us and our Restricted Subsidiaries in the ordinary course of business for bona fide business purposes;

        (4)   any Investment by us or any of our Restricted Subsidiaries in a Person, if as a result of such Investment:

        (a)   such Person becomes one of our Restricted Subsidiaries; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, us or one of our Restricted Subsidiaries;

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        (5)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under "—Repurchase at the Option of Holders—Asset Sales;"

        (6)   any acquisition of assets to the extent in exchange for the issuance of our Equity Interests (other than Disqualified Stock);

        (7)   any Investments received in compromise of obligations incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

        (8)   Hedging Obligations and other obligations in connection with derivative transactions not prohibited by the indenture; and

        (9)   Investments in respect of accounts receivable and other extensions of trade credit in the ordinary course of business;

        (10) the acquisition of property and assets from suppliers and other vendors in the ordinary course of business;

        (11) Investments in respect of prepaid expenses and workers' compensation, utility, lease and similar deposits, in the ordinary course of business; and

        (12) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value, but net of cash repayments and returns received in respect of such Investment), when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding, not to exceed $30.0 million at the time of incurrence thereof.

        "Permitted Liens" means:

        (1)   Liens upon our property or the property of any of our Restricted Subsidiaries securing (A) Indebtedness under Credit Facilities (and Guarantees thereof) permitted to be incurred pursuant to the covenant described under "—Incurrence of Indebtedness" in an amount not to exceed the greater of (x) the amount permitted to be incurred pursuant to clause (1) of the definition of "Permitted Debt" and (y) the maximum amount of Indebtedness such that the Consolidated Secured Debt Ratio would not be greater than 3.75 to 1.00, determined, in each case, at the time of incurrence of such Indebtedness after giving pro forma effect thereto in a manner consistent with the calculation of the Fixed Charge Coverage Ratio, (B) Hedging Obligations relating to such Indebtedness and permitted under the agreements related to the Credit Facilities permitted to be incurred under the indenture and (C) fees, expenses and other amounts payable with respect to such Credit Facilities or payable pursuant to cash management agreements or agreements with respect to similar banking services relating to such Credit Facilities and permitted under the agreements related thereto;

        (2)   Liens in favor of us or any Restricted Subsidiary;

        (3)   Liens on property of a Person existing at the time such Person is merged with or into or consolidated with us or any Restricted Subsidiary of ours or becomes a Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such transaction and do not extend to any assets of us and our Restricted Subsidiaries other than the property or assets acquired and the proceeds thereof;

        (4)   Liens on property existing at the time of acquisition of the property by us or any of our Subsidiaries (and Liens on the proceeds thereof); provided that such Liens on the acquired property were in existence prior to the contemplation of such acquisition;

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        (5)   Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature;

        (6)   Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the "—Incurrence of Indebtedness" covenant covering only the assets acquired with such Indebtedness (and other assets that, in the ordinary course of business, are subject to Liens in favor of the same creditor or its Affiliates to secure such type of Indebtedness) plus improvements, accessions, proceeds, dividends or distributions in respect thereof;

        (7)   Liens existing on the Issue Date and any Liens from time to time securing the notes and/or the Subsidiary Guarantees;

        (8)   Liens for taxes, assessments or governmental charges or claims that are not yet delinquent for more than 90 days, that then remain payable without penalty or that are being contested in good faith; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

        (9)   pledges or deposits (i) in connection with workers' compensation, unemployment insurance and other types of statutory obligations or the requirements of any official body; (ii) to secure the performance of tenders, bids, surety or performance bonds, leases, purchase, construction, sales or servicing contracts (including utility contracts) and other similar obligations incurred in the ordinary course of business; (iii) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services; or (iv) arising in connection with any attachment unless such Liens shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

        (10) Liens imposed by law, such as carrier's, supplier's, workmen's, warehousemen's, landlord's, materialmen's and mechanic's Liens and other similar Liens arising in the ordinary course of business in respect of obligations not overdue for a period in excess of 60 days or which are being contested in good faith; provided, however, that any reserve or other appropriate provision as will be required to conform to GAAP will have been made for that reserve or provision;

        (11) survey exceptions, encumbrances, easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances, or zoning or other similar restrictions as to the use of real properties or Liens incidental to the conduct of business, in each case not interfering in any material respect with our business or assets and the business or assets of our Subsidiaries taken as a whole;

        (12) Liens securing Hedging Obligations and other obligations in connection with derivative transactions so long as the related Indebtedness is permitted to be incurred under the Indenture;

        (13) Liens incurred by us or any Restricted Subsidiary of ours with respect to obligations that do not exceed $50.0 million at the time of incurrence thereof; and

        (14) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (3), (4), (6) and (7), to the extent that:

        (A)  such new Lien is limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds, dividends or distributions in respect thereof) and

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        (B)  the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of:

          (i)  the outstanding principal amount or, if greater, committed amount of the indebtedness secured by Liens described under clause (3), (4), (6) or (7) at the time the original Lien became a Permitted Lien under the indenture; and

         (ii)  the amount of any fees and expenses, including premiums and consent fees, related to such Refinancings;

        (15) for the avoidance of doubt, other Liens (not securing Indebtedness) incidental to the conduct of the business of us or any of our Restricted Subsidiaries, as the case may be, or the ownership of our or their assets which do not individually or in the aggregate materially adversely affect the value of us and our Restricted Subsidiaries taken as a whole or materially impair the operation of the business of us and our Restricted Subsidiaries taken as a whole;

        (16) licenses of intellectual property granted in the ordinary course of business;

        (17) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligation in respect of banker's acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (18) Liens (i) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of us or any of our Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in the ordinary course of business of us and/or any of our Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of us or any of our Restricted Subsidiaries in the ordinary course of business, (ii) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (iii) encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (iv) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

        (19) Liens securing judgments for the payment of money not constituting an Event of Default;

        (20) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of us or any Restricted Subsidiary and do not secure any Indebtedness;

        (21) any interest or title of an owner of equipment or inventory on loan or consignment to us or any of our Restricted Subsidiaries and Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by us or any Restricted Subsidiary;

        (22) deposits in the ordinary course of business to secure liability to insurance carriers;

        (23) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like permitted to be made under the indenture;

        (24) Liens attaching to earnest money deposits (or equivalent deposits otherwise named) made in connection with proposed acquisitions in an amount not to exceed $10.0 million at any time;

        (25) Liens on cash and other deposits or net worth imposed in connection with contracts entered into the ordinary course of business;

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        (26) Liens in respect of Seller Notes permitted to be incurred as of such date under the "—Incurrence of Indebtedness" covenant; and

        (27) Liens on the Capital Stock of a Receivable Subsidiary and accounts receivable and other financial and related assets described in the definition of Qualified Receivables Transaction, in each case incurred in connection with a Qualified Receivables Transaction and in an aggregate amount not to exceed $250.0 million.

        "Permitted Refinancing Indebtedness" means any Indebtedness of ours or any of our Restricted Subsidiaries to the extent that it is issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of ours or any of our Restricted Subsidiaries (other than intercompany Indebtedness), to the extent that the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums and consent fees incurred in connection therewith); provided that:

        (1)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (2)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

        (3)   such Permitted Refinancing Indebtedness is incurred either by us or by the Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Purchase Money Note" means a promissory note of a Receivable Subsidiary to us or any Restricted Subsidiary, which note must be repaid from cash available to the Receivable Subsidiary, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly-generated receivables or other financial assets. The repayment of a Purchase Money Note may be subordinated to the repayment of other liabilities of the Receivable Subsidiary on terms determined in good faith by us to be substantially consistent with market practice in connection with Qualified Receivables Transactions.

        "Qualified Equity Offering" means any underwritten public or any private offering of our Capital Stock (excluding Disqualified Stock).

        "Qualified Receivables Transaction" means any transaction or series of transactions entered into by us or any of our Restricted Subsidiaries pursuant to which we or such Restricted Subsidiary transfers to (a) a Receivable Subsidiary (in the case of a transfer by us or any of our Restricted Subsidiaries) or (b) any other Person (in the case of a transfer by a Receivable Subsidiary), or grants a security interest in, any accounts receivable or other financial assets (whether now existing or arising in the future) of us or any of our Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable or other financial assets, all contracts and all Guarantees or other obligations in respect of such accounts receivable or other financial assets, proceeds of such

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accounts receivable or other financial assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with an accounts receivable or other financial asset financing transaction; provided such transaction is on market terms as determined in good faith by us at the time we or such Restricted Subsidiary enters into such transaction.

        "Quotation Agent" means one of the Reference Treasury Dealers selected by us.

        "Rating Agency" means Standard & Poor's and Moody's or, if Standard & Poor's or Moody's or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by us (as certified by a resolution of our Board of Directors) which shall be substituted for Standard & Poor's or Moody's or both, as the case may be.

        "Receivable Subsidiary" means a Subsidiary (other than a Subsidiary Guarantor) that engages in no activities other than in connection with the financing of receivables and other financial assets and that is designated by the Board of Directors of the Company (as provided below) as a Receivable Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by us or any of our Restricted Subsidiaries (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates us or any of our Restricted Subsidiaries in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of us or any of our Restricted Subsidiaries, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Indebtedness and Obligations meeting the requirements of the foregoing clause (a), "Non-Recourse Receivable Subsidiary Indebtedness"); (b) with which neither us nor any of our Restricted Subsidiaries has any material contract, agreement, arrangement or understanding (except in connection with a Qualified Receivables Transaction) other than on terms taken as a whole not materially less favorable to us or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of us, other than fees, expenses and indemnities payable in the ordinary course of business in connection with servicing accounts receivable, and (c) to which neither we nor any of our Restricted Subsidiaries has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve a certain level of operating results. Any such designation by our Board of Directors shall be evidenced to the trustee by filing with the trustee a certified copy of the board resolution giving effect to such designation and an officers' certificate in the form required under the indenture certifying that such designation complied with the foregoing conditions.

        "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of the Indebtedness being Refinanced. "Refinanced" and "Refinancing" shall have correlative meanings.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business, provided that any assets received by us or a Restricted Subsidiary in exchange for assets transferred by us or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        "Replacement Assets" means any properties or assets used or useful in a Permitted Business.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "SEC" means the Securities and Exchange Commission.

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        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Seller Notes" means any unsecured Indebtedness of ours or any of our Restricted Subsidiaries payable to one or more sellers of any Person acquired by us or any Restricted Subsidiary of ours, incurred in connection with such acquisition and permitted by the terms of the indenture, and in each case subordinated in right of payment to the notes and the Subsidiary Guarantees.

        "Senior Debt" means:

        (1)   all Indebtedness of ours or of any Subsidiary Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

        (2)   any other Indebtedness of ours or of any Subsidiary Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the notes or any Subsidiary Guarantee; and

        (3)   all Obligations with respect to the items listed in the preceding clauses (1) and (2).

        Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

        (1)   any liability for federal, state, local or other taxes owed or owing by us;

        (2)   any Indebtedness of ours to any of our Subsidiaries or other Affiliates (other than Credit Facilities under which an Affiliate is a lender);

        (3)   any trade payables; or

        (4)   the portion of any Indebtedness that is incurred in violation of the indenture.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the Issue Date, but shall not include any Unrestricted Subsidiary.

        "Standard & Poor's" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor to its rating business.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by us or any Restricted Subsidiary which are reasonably customary in an accounts receivable or other financial asset securitization transaction as determined in good faith by us, including Guarantees by us or any Restricted Subsidiary of any of the foregoing obligations of us or a Restricted Subsidiary.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subordinated Indebtedness" means any Indebtedness (whether outstanding on the issue date or thereafter incurred) that is subordinated or junior in right of payment to the notes pursuant to a written agreement, executed by the Person to whom such Indebtedness is owed, to that effect.

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        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or through a Subsidiary, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Subsidiary Guarantee" means the Guarantee of our Obligations with respect to the notes on the terms set forth in the indenture by each of the Subsidiary Guarantors.

        "Subsidiary Guarantors" means all of our current Domestic Subsidiaries and any future Domestic Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture described above under "—Additional Subsidiary Guarantees," and their respective successors and assigns, in each case subject to release in accordance with the indenture as described above under "Subsidiary Guarantees."

        "Treasury Rate" means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to November 15, 2014; provided that if the period from such redemption date to November 15, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Unrestricted Subsidiary" means any Subsidiary of ours (or any successor to any of them) that is designated by our Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary:

        (1)   has no Indebtedness other than Non-recourse Debt;

        (2)   is not party to any agreement, contract, arrangement or understanding with us or any Restricted Subsidiary of ours unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to us or such Restricted Subsidiary in any material respect than those that would be obtained at the time from Persons who are not Affiliates of ours;

        (3)   is a Person with respect to which neither we nor any of our Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and

        (4)   has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of ours or any of our Restricted Subsidiaries.

        Any designation of a Subsidiary of ours as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the board resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the "—Restricted Payments" covenant. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any

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Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of ours as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the "—Incurrence of Indebtedness" covenant, we will be in default of such covenant. Our Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by one of our Restricted Subsidiaries of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the "—Incurrence of Indebtedness" covenant, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (2) no Default or Event of Default would be in existence upon giving effect to such designation; and (3) such Subsidiary executes and delivers to the trustee a supplemental indenture providing for a Subsidiary Guarantee.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding principal amount of such Indebtedness.

Book-Entry, Delivery and Form

        Except as set forth below, notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

        The notes will initially be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of Cede & Co., as nominee of DTC (such nominee being referred to herein as the "Global Note Holder"), in each case for credit to an account of a direct or indirect participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear System ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

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        DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised us that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

        (2)   ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "Holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the indenture. Under the terms of the indenture, we and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee nor any agent of ours or the trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

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        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised us that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

        (2)   there has occurred and is continuing an Event of Default with respect to the notes; or

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        (3)   we, in our sole discretion and subject to the procedures of DTC, determine that the Global Notes (in whole but not in part) should be exchanged for Certificated Notes and deliver a written notice to such effect to the Trustee.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

        We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. We will make all payments of principal, interest and premium with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of Certificated Notes or, if no such account is specified, by mailing a check to each such Holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This summary of U.S. federal income tax considerations was written to support the offer to holders of the original notes to exchange their original notes for new notes. This summary is not intended or written to be legal or tax advice to any person, and is not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any tax-related penalties that may be imposed on such person. No representation with respect to the consequences to any particular purchaser of the new notes is made. You should consult your own tax advisors with respect to your particular circumstances.

        The following is a summary of certain material U.S. federal income tax consequences of the exchange offer to holders of the original notes. The discussion does not consider the aspects of the ownership and disposition of the original notes or the new notes. A discussion of the U.S. federal income tax consequences of holding and disposing of the notes is contained in the offering memorandum, dated October 20, 2010, with respect to the original notes.

        This summary is based upon provisions of the Internal Revenue Code of 1986, or the Code, applicable regulations, published positions of the Internal Revenue Service, or the IRS, administrative rulings and judicial decisions in effect as of the date hereof, any of which may subsequently be changed, possibly retroactively, or interpreted differently by the IRS so as to result in U.S. federal income tax consequences different from those discussed below. The authorities on which this discussion is based are subject to various interpretations, and it is therefore possible that the federal income tax treatment of the purchase, ownership and disposition of the notes may differ from the treatment described below.

        For purposes of this summary, a "U.S. Holder" is a beneficial owner of notes that is, for U.S. federal income tax purposes, (1) a citizen or individual resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence test under Section 7701(b) of the Code, (2) a corporation (or other entity taxed as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust (A) whose administration is subject to the primary supervision of a court within the United States and which is subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or (B) that has made a valid election under applicable Treasury regulations to be treated as a United States person.

        The following summary deals only with notes held as capital assets by purchasers at the issue price who are U.S. Holders and not with special classes of holders, such as:

•

Dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, and insurance companies;

•

"Passive foreign investment companies," "controlled foreign corporations," and corporations that accumulate earnings to avoid U.S. federal income tax;

•

Persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction, a straddle, or other risk reduction strategy; or

•

Persons whose functional currency is not the U.S. dollar.

        Persons considering exchanging original notes for new notes should consult their own tax advisors concerning these matters and as to the tax treatment under foreign, state and local tax laws and regulations. We cannot provide any assurance that the Internal Revenue Service will not challenge the conclusions stated below. We have not sought and will not seek a ruling from the IRS on any of the matters discussed below.

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        The exchange of original notes for the new notes under the terms of the exchange offer should not constitute a taxable exchange for U.S. Holders. As a result:

•

A U.S. Holder should not recognize taxable gain or loss as a result of exchanging original notes for the new notes under the terms of the exchange offer;

•

The U.S. Holder's holding period of the new notes should include the holding period of the original notes exchanged for the new notes; and

•

A U.S. Holder's adjusted tax basis in the new notes should be the same as the adjusted tax basis, immediately before the exchange, of the original notes exchanged for the new notes.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of this exchange offer and ending on the close of business of the date that is one year after such date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date all dealers effecting transactions in the new notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers in the exchange offer for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it in the exchange offer for its own account and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of such new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of two years from the date of effectiveness of the registration statement on Form S-4 that this prospectus forms a part, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the accompanying letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the reasonable fees and expenses of counsel to the initial purchaser of the original notes, other than commissions or concessions of any brokers or dealers and will indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        The validity of the new notes and guarantees will be passed upon for us by the law firm of Foley & Lardner LLP.

EXPERTS

        The financial statements incorporated in this Prospectus by reference to Hanger Orthopedic Group, Inc.'s Current Report on Form 8-K dated November 18, 2010 and the financial statement schedules and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Hanger Orthopedic Group, Inc. for the year ended December 31, 2009 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC (File No. 001-10670). We also filed a registration statement on Form S-4, including exhibits, under the Securities Act of 1933 with respect to the new notes offered by this prospectus. This prospectus is part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits to the registration statement. You may read and copy the registration statement and any other document that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may read and copy these and any other document that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov.

        We are "incorporating by reference" specified documents that we file with the SEC, which means:

•

incorporated documents are considered part of this prospectus;

•

we are disclosing important information to you by referring you to those documents; and

•

information we file with the SEC will automatically update and supersede information contained in this prospectus.

        We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and before the end of the offering of the securities pursuant to this prospectus:

•

our Annual Report on Form 10-K for the year ended December 31, 2009;

•

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010; and

•

our Current Reports on Form 8-K filed on January 12, 2010, May 17, 2010, July 8, 2010 (as amended by the Form 8-K/A filed on July 28, 2010), October 19, 2010, October 26, 2010, November 4, 2010 and November 18, 2010.

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this prospectus.

93

        You may request a copy of any of these filings, the indenture or the registration rights agreement, at no cost, by request directed to us at the following address or telephone number:

Hanger Orthopedic Group, Inc.
10910 Domain Drive, Suite 300
Austin, Texas 78758
(512) 777-3800
Attention: Secretary

        You can also find these filings on our website at www.hanger.com. However, we are not incorporating the information on our website other than these filings into this prospectus.

        You should not assume that the information in this prospectus and/or other offering material, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus and/or other offering material, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since that date.

94

$200,000,000

Hanger Orthopedic Group, Inc.

OFFER TO EXCHANGE ALL OUTSTANDING
$200,000,000 7¹/8% Senior Notes due 2018

FOR NEW, REGISTERED
$200,000,000 7¹/8% Senior Notes due 2018

PROSPECTUS

            , 2010

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors And Officers.

        In its certificate of incorporation, the Company has adopted the provisions of Section 102(b)(7) of the Delaware General Corporation Law (the "Delaware Law"), which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for monetary damages for breach of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware Law (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director will personally receive a benefit in money, property or services to which the director is not legally entitled.

        The Company has also adopted indemnification provisions pursuant to Section 145 of the Delaware Law, which provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person was an officer, director, employee or agent of the corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify officers or directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against expenses (including attorney's fees) that such officer or director actually and reasonably incurred.

Item 21.    Exhibits and Financial Statement Schedules.

        (a)   The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index, which is incorporated herein by reference.

        (b)   All of the financial statement schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the applicable instructions or are not applicable and therefore have been omitted.

Item 22.    Undertakings.

        (a)   Each of the undersigned registrants hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or

II-1

decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(4)

That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:



(i)

Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and



(iv)

Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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        (c)   Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (d)   Each of the undersigned registrants hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

HANGER ORTHOPEDIC GROUP, INC.
By:	/s/ THOMAS F. KIRK Thomas F. Kirk President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	President and Chief Executive Officer, Director (Principal Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 18, 2010
/s/ THOMAS C. HOFMEISTER Thomas C. Hofmeister	Vice President of Finance (Chief Accounting Officer)	November 18, 2010
* Ivan R. Sabel	Chairman and Director	November 18, 2010
* Thomas P. Cooper, M.D.	Director	November 18, 2010
* Cynthia L. Feldman, CPA	Director	November 18, 2010
* Eric Green	Director	November 18, 2010

S-1

Signature		Title	Date
* Stephen Hare		Director	November 18, 2010
* Isaac Kaufman		Director	November 18, 2010
* Peter Neff		Director	November 18, 2010
* Bennett Rosenthal		Director	November 18, 2010
*By:	/s/ GEORGE E. MCHENRY George E. McHenry Attorney-in-fact

S-2

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ THOMAS F. KIRK Thomas F. Kirk Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	Director and Chief Executive Officer (Chief Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Director and Executive Vice President, Chief Financial Officer and Secretary (Chief Financial Officer)	November 18, 2010

S-3

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

ADVANCED PROSTHETICS OF AMERICA, INC.
THE BRACE SHOP PROSTHETIC ORTHOTIC CENTERS, INC.
COLORADO PROFESSIONAL MEDICAL, INC.
CREATIVE ORTHOTICS & PROSTHETICS, INC.
EUGENE TEUFEL & SON ORTHOTICS & PROSTHETICS, INC.
ELITE CARE, INCORPORATED
HANGER PROSTHETICS & ORTHOTICS EAST, INC.
HANGER PROSTHETICS & ORTHOTICS WEST, INC.
HATTINGH HOLDINGS, INC.
INLINE ORTHOTIC AND PROSTHETIC SYSTEMS
INNOVATIVE NEUROTRONICS, INC.
ORTHOPEDIC REHABILITATION PRODUCTS, LTD.
NEBRASKA ORTHOTIC & PROSTHETIC SERVICES, INC.
SOUTHERN PROSTHETIC SUPPLY, INC.
SPEED ACQUISITION VEHICLE, INC.
By:	/s/ THOMAS F. KIRK Thomas F. Kirk Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	Director and Chief Executive Officer (Chief Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Director and Treasurer (Chief Financial Officer)	November 18, 2010

S-4

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

OPNET, INC.
By:	/s/ THOMAS F. KIRK Thomas F. Kirk President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	Director and President (Chief Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Director and Treasurer (Chief Financial Officer)	November 18, 2010

S-5

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

LINKIA, LLC
By:	/s/ THOMAS F. KIRK Thomas F. Kirk Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	Chief Executive Officer, and Chief Executive Officer and Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC (Chief Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Treasurer, and Executive Vice President and Chief Financial Officer of Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC (Chief Financial Officer)	November 18, 2010
* Ivan R. Sabel	Chairman and Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010
* Thomas P. Cooper, M.D.	Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010
* Cynthia L. Feldman, CPA	Director Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010

S-6

Signature		Title	Date
* Eric Green		Director Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010
* Stephen Hare		Director Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010
* Isaac Kaufman		Director Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010
* Peter Neff		Director Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010
* Bennett Rosenthal		Director Hanger Orthopedic Group, Inc., the sole member and sole manager of Linkia, LLC	November 18, 2010
*By:	/s/ GEORGE E. MCHENRY George E. McHenry Attorney-in-fact

S-7

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

DOSTEON SOLUTIONS, LLC
By:	/s/ THOMAS F. KIRK Thomas F. Kirk President

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	President, and Chief Executive Officer and Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC (Chief Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Treasurer, and Executive Vice President and Chief Financial Officer of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC (Chief Financial Officer)	November 18, 2010
* Ivan R. Sabel	Chairman and Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC.	November 18, 2010
* Thomas P. Cooper, M.D.	Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC	November 18, 2010
* Cynthia L. Feldman, CPA	Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC	November 18, 2010

S-8

Signature		Title	Date
* Eric Green		Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC	November 18, 2010
* Stephen Hare		Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC	November 18, 2010
* Isaac Kaufman		Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC	November 18, 2010
* Peter Neff		Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC	November 18, 2010
* Bennett Rosenthal		Director of Hanger Orthopedic Group, Inc., the sole member and sole manager of Dosteon Solutions, LLC	November 18, 2010
*By:	/s/ GEORGE E. MCHENRY George E. McHenry Attorney-in-fact

S-9

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

ABi ORTHOTIC/PROSTHETIC LABORATORIES, LTD.
DDOPP HOLDING LLC
WASATCH ORTHOTICS & PEDORTHICS, LLC
By:	/s/ THOMAS F. KIRK Thomas F. Kirk Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	Chief Executive Officer, and Chief Executive Officer and Director of Hanger Prosthetics & Orthotics, Inc., the sole member and sole manager of ABi Orthotic/Prosthetic Laboratories, Ltd., DDOPP Holding LLC and Wasatch Orthotics & Pedorthics, LLC (Chief Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Treasurer, and Executive Vice President and Chief Financial Officer, Secretary and Director of Hanger Prosthetics & Orthotics, Inc., the sole member and sole manager of ABi Orthotic/Prosthetic Laboratories, Ltd., DDOPP Holding LLC and Wasatch Orthotics & Pedorthics, LLC (Chief Financial Officer)	November 18, 2010

S-10

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 18, 2010.

DiBELLO'S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD.
By:	/s/ THOMAS F. KIRK Thomas F. Kirk Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS F. KIRK Thomas F. Kirk	Chief Executive Officer, and Chief Executive Officer of DDOPP Holding LLC, the General Partner of DiBello's Dynamic Orthotics and Prosthetics Partnership, Ltd. (Chief Executive Officer)	November 18, 2010
/s/ GEORGE E. MCHENRY George E. McHenry	Treasurer, and Treasurer of DDOPP Holding LLC, the General Partner of DiBello's Dynamic Orthotics and Prosthetics Partnership, Ltd. (Chief Financial Officer)	November 18, 2010

S-11

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
	3.1	Certificate of Incorporation, as amended, of the Hanger Orthopedic Group, Inc. (Incorporated herein by reference to Exhibit 3.1 to Hanger Orthopedic Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1988).
	3.2	Certificate of Amendment of the Hanger Orthopedic Group, Inc.'s Certificate of Incorporation (which, among other things, changed the Hanger Orthopedic Group, Inc.'s corporate name from Sequel Corporation to Hanger Orthopedic Group, Inc.), as filed on August 11, 1989 with the Office of the Secretary of State of Delaware (Incorporated herein by reference to Exhibit 3(b) to Hanger Orthopedic Group, Inc.'s Current Report on Form 8-K dated February 13, 1990).
	3.3	Certificate of Agreement of Merger of Sequel Corporation and Delaware Sequel Corporation (Incorporated herein by reference to Exhibit 3.1(a) to Hanger Orthopedic Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1988).
	3.4	Certificate of Ownership and Merger of Hanger Acquisition Corporation and J. E. Hanger, Inc. as filed with the Office of the Secretary of the State of Delaware on April 11, 1989 (Incorporated herein by reference to Exhibit 2(f) to Hanger Orthopedic Group, Inc.'s Current Report on Form 8-K dated May 15, 1989).
	3.5	Certificate of Amendment to Certificate of Incorporation of Hanger Orthopedic Group, Inc., as filed with the Secretary of State of Delaware on September 16, 1999 (Incorporated herein by reference to Exhibit 3 to Hanger Orthopedic Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999).
	3.6	Amended and Restated By-Laws of Hanger Orthopedic Group, Inc. (Incorporated by reference to Exhibit 3.2 to Hanger Orthopedic Group, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).
	3.7	Articles of Organization of ABi Orthotic/Prosthetic Laboratories, Ltd.
	3.8	Second Amended and Restated Limited Liability Company Operating Agreement of ABi Orthotic/Prosthetic Laboratories, Ltd.
	3.9	Articles of Incorporation of Advanced Prosthetics of America, Inc.
	3.10	Second Amended and Restated By-Laws of Advanced Prosthetics of America, Inc.
	3.11	Articles of Incorporation of The Brace Shop Prosthetic Orthotic Centers, Inc. as amended through December 30, 1998.
	3.12	Code of Regulations of The Brace Shop Prosthetic Orthotic Centers, Inc.
	3.13	Amended and Restated Articles of Incorporation of Colorado Professional Medical, Inc.
	3.14	Amended and Restated By-Laws of Colorado Professional Medical, Inc.
	3.15	Certificate of Incorporation of Creative Orthotics & Prosthetics, Inc.
	3.16	Amended and Restated By-Laws of Creative Orthotics and Prosthetics, Inc.
	3.17	Certificate of Formation of DDOPP Holding LLC
	3.18	Limited Liability Company Operating Agreement of DDOPP Holding LLC

E-1

EXHIBIT NUMBER		DESCRIPTION
	3.19	Certificate of Limited Partnership of DiBello's Dynamic Orthotics and Prosthetics Partnership, Ltd.
	3.20	Amended and Restated Agreement of Limited Partnership of DiBello's Dynamic Orthotics and Prosthetics Partnership, Ltd.
	3.21	Articles of Organization of Dosteon Solutions, LLC
	3.22	Limited Liability Company Operating Agreement of Dosteon Solutions, LLC
	3.23	Articles of Incorporation of Elite Care, Incorporated
	3.24	By-Laws of Elite Care, Incorporated
	3.25	Articles of Incorporation of Eugene Teufel & Son Orthotics & Prosthetics, Inc.
	3.26	By-Laws of Eugene Teufel & Son Orthotics & Prosthetics, Inc.
	3.27	Certificate of Incorporation of Hanger Prosthetics & Orthotics, Inc. as amended through November 27, 1996.
	3.28	By-Laws of Hanger Prosthetics & Orthotics, Inc.
	3.29	Certificate of Incorporation of Hanger Prosthetics & Orthotics East, Inc. as amended through April 19, 2000.
	3.30	Amended and Restated By-Laws of Hanger Prosthetics & Orthotics East, Inc.
	3.31	Articles of Incorporation of Hanger Prosthetics & Orthotics West, Inc. as amended through April 19, 2000.
	3.32	Amended and Restated By-Laws of Hanger Prosthetics & Orthotics West, Inc.
	3.33	Articles of Incorporation of Hattingh Holdings, Inc.
	3.34	Amended and Restated By-Laws of Hattingh Holdings, Inc.
	3.35	Articles of Incorporation of Inline Orthotic and Prosthetic Systems
	3.36	Amended and Restated By-Laws of Inline Orthotic and Prosthetic Systems
	3.37	Certificate of Incorporation of Innovative Neurotronics, Inc.
	3.38	By-Laws of Innovative Neurotronics, Inc.
	3.39	Articles of Organization of Linkia, LLC
	3.40	Limited Liability Company Operating Agreement of Linkia, LLC
	3.41	Articles of Incorporation of Nebraska Orthotic & Prosthetic Services, Inc.
	3.42	Amended and Restated By-Laws of Nebraska Orthotic & Prosthetic Services, Inc.
	3.43	Articles of Incorporation of OPNET, Inc.
	3.44	By-Laws of OPNET, Inc.
	3.45	Articles of Incorporation of Orthopedic Rehabilitation Products, Ltd.
	3.46	Second Amended and Restated By-Laws of Orthopedic Rehabilitation Products, Ltd.
	3.47	Articles of Incorporation of Southern Prosthetic Supply, Inc. as amended through November 27, 1996.

E-2

EXHIBIT NUMBER		DESCRIPTION
	3.48	By-Laws of Southern Prosthetic Supply, Inc.
	3.49	Certificate of Incorporation of Speed Acquisition Vehicle, Inc.
	3.50	By-Laws of Speed Acquisition Vehicle, Inc.
	3.51	Articles of Organization of Wasatch Orthotics & Pedorthics, LLC
	3.52	Amended and Restated Limited Liability Company Operating Agreement of Wasatch Orthotics & Pedorthics, LLC
	4.1	Indenture, dated November 2, 2010, by and among the Hanger Orthopedic Group, Inc., each of the Subsidiary Guarantors party thereto and Wilmington Trust Company, as trustee (Incorporated by reference to Exhibit 4.1 to Hanger Orthopedic Group, Inc.'s Current Report on Form 8-K, dated October 29, 2010).
	4.2	Form of New 71/8% Senior Notes due 2018.
	4.3	Registration Rights Agreement, dated November 2, 2010, by and among Hanger Orthopedic Group, Inc., the Subsidiary Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc., as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.2 to the Hanger Orthopedic Group, Inc.'s Current Report on Form 8-K, dated October 29, 2010).
	4.4	Credit Agreement, dated as of May 26, 2006, among Hanger Orthopedic Group, Inc., the Several Lenders identified therein, Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book-Runners, Citicorp North America, Inc., as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and LaSalle Bank National Association and General Electric Capital Corporation, as Co-Documentation Agents. (Incorporated herein by reference to Exhibit 10.7 to Hanger Orthopedic Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).
	4.5	Guarantee and Collateral Agreement, dated as of May 26, 2006, made by the Hanger Orthopedic Group, Inc., as Borrower, and certain of its subsidiaries, in favor of Citicorp North America, Inc., as Administrative Agent. (Incorporated herein by reference to Exhibit 10.8 to Hanger Orthopedic Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).
	4.6	Assignment and Acceptance dated October 23, 2009 related to Credit Agreement, dated as of May 26, 2006, among Hanger Orthopedic Group, Inc., the Several Lenders identified therein, Lehman Commercial Paper Inc., as Assignor and Barclays Bank PLC, as Assignee, Citicorp North America, Inc., as Administrative Agent and Swing Line Lender, and Bank of America, N.A., as successor by merger to LaSalle Bank National Association as LC Issuing Bank. (Incorporated herein by reference to Exhibit 10.1 to Hanger Orthopedic Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
	4.7	First Amendment to Credit Agreement, by and among Hanger Orthopedic Group, Inc., the Lenders party thereto and Citicorp North America, Inc., dated as of March 12, 2007. (Incorporated herein by reference to Exhibit 10 (cc) to Hanger Orthopedic Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006).
	5.1	Opinion of Foley & Lardner LLP.
	12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
	23.1	Consent of Foley & Lardner LLP (contained in Exhibit 5.1).

E-3

EXHIBIT NUMBER		DESCRIPTION
	23.2	Consent of PricewaterhouseCoopers, LLP
	24.1	Powers of Attorney.
	25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wilmington Trust Company.
	99.1	Form of Letter of Transmittal.
	99.2	Form of Notice of Guaranteed Delivery.
	99.3	Form of Letter to Registered Holder and/or DTC Participant from Beneficial Owners.

E-4

EX-3.7

Exhibit 3.7

ARTICLES OF ORGANIZATION

The undersigned, desiring to form a limited liability company, under Chapter 1705 of the Ohio Revised Code, do hereby state the following:

FIRST:The name of said limited liability company shall be: ABI ORTHOTIC/PROSTHETIC LABORATORIES, LTD.

SECOND:This limited liability company shall exist in perpetuity or until otherwise terminated by its members.

THIRD:The Address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is:

930 Trailwood Drive

Youngstown, OH 44512

FOURTH:The purposes for which ABI ORTHOTIC/PROSTHETIC LABORATORIES, LTD. is formed are:

(A)To manufacture, design, construct, repair, fit, buy, sell, import, export, trade and otherwise deal in orthotic, prosthetic, pedorthic and mastectomy devices and apparatus, and all related parts, accessories and things used in connection with such devices and apparatus.

(B)To purchase, develop, manage, invest in, and otherwise deal in real property, within and outside the State of Ohio, subject to such laws and regulations governing licensing and other requirements pertinent thereto on its own account and for the accounts of others; and

(C)To engage in such other lawful acts or activities for which limited liability companies may be formed under Chapter 1705 of the Ohio Revised Code.

FIFTH:The maximum number of ownership units which ABI ORTHOTIC/PROSTHETIC LABORATORIES, LTD. is authorized to have outstanding is 1,000, all of which shall be identical units, each of which shall represent the ownership of that percentage of the total units outstanding at any time as is the equivalent of the ratio in which one (1) is the numerator and the total units outstanding is the denominator.

IN WITNESS WHEREOF, we have hereunto subscribed our names, this 24th day of March, 1997.

/s/ William W. DeToro

William W. DeToro

/s/ Richard A. Riffle

Richard A. Riffle

/s/ Kevin E. Hawkins

Kevin E. Hawkins

/s/ Joseph W. Whiteside

Joseph W. Whiteside

EX-3.8

Exhibit 3.8

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ABI ORTHOTIC/PROSTHETIC LABORATORIES, LTD.

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF ABI ORTHOTIC/PROSTHETIC LABORATORIES, LTD.

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ABI ORTHOTIC/PROSTHETIC LABORATORIES, LTD. (this “Agreement”) is entered into this        day of August, 2006, between Hanger Prosthetics & Orthotics, Inc., a Delaware corporation (the “Member”), and ABi Orthotic/Prosthetic Laboratories, Ltd., an Ohio limited liability company (the “Company”).

RECITALS

WHEREAS, the Member entered into the Amended and Restated Limited Liability Company Operating Agreement, dated as of the 31st day of October, 2002 (the “LLC Agreement”); and

WHEREAS, the Company, its Managers (as defined herein) and its Member desire to amend the LLC Agreement to update its provisions to conform with current Ohio law as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

FORMATION

Section 1.1             Name.

The name of the limited liability company is “ABi Orthotic/Prosthetic Laboratories, Ltd.” (the “Company”), and all business of the Company shall be conducted under that name or under any other name approved by the Manager (as defined herein), but in any case, only to the extent permitted by applicable law.

Section 1.2             Registered Agent and Office.

The Company’s registered agent for service of process and registered office shall be CT Corporation System.  The address of the Company’s registered office in the State of Ohio is CT Corporation System, 1300 E. Ninth Street, Cleveland, Ohio 44114.  The Manager may, from time to time, pursuant to the relevant provisions of Chapter 1705 of Title XVII of the Ohio Revised Code Annotated (the “Act”), change the registered agent or office.

Section 1.3             Business Purpose.

The business and purposes of the Company shall be the provision of orthotic and/or prosthetic services and products, the operation of clinics to fit patients for orthotics or prosthetics, and any other lawful business or activity permitted by the Act.  Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.4             Term.

The term of the Company shall be perpetual until dissolved in accordance with this Agreement.

Section 1.5             Fiscal Year.

The fiscal year of the Company shall end on December 31 of each calendar year, or such other day as the Member from time to time determines.

ARTICLE 2

MANAGERS

Section 2.1             Management.

(a)           The management of the Company shall be vested in one or more Managers and such Managers shall comprise the Board of Managers.  The Board of Managers may, at its discretion, delegate such powers and duties to officers and employees of the Company.

(b)           The Board of Managers shall have all power and authority to act on behalf of the Company except to the extent that such power and authority (i) shall be reserved to the Member as provided in Article 3 of this Agreement, or (ii) shall be delegated to the officers, if any, of the Company by this Agreement or otherwise by the Board of Managers from time to time and not revoked by the Board of Managers.

(c)           The Managers shall have authority to conduct all ordinary business, as described in Section 1.3 of this Agreement, on behalf of the Company, in accordance with the Act and may execute and deliver on behalf of the Company any contract, conveyance, note or similar document.

(d)           If specifically authorized and directed in writing by the Board of Managers, any Manager shall be authorized to execute on behalf of the Member any amendment to this Agreement or the Articles of Organization of the Company that (a) corrects any non-substantive technical matters necessary or appropriate in the opinion of counsel to the Company, selected by the Board of Managers; (b) changes the registered office of the Company; or (c) changes the name of the Company.

Section 2.2             Appointment of Managers.

The Member shall set the number of Managers and shall appoint the Managers.  The Managers need not be a Member or a resident of the State of Ohio.  The initial number of Managers is one and the initial Manager shall be Hanger Prosthetics & Orthotics, Inc.

Section 2.3             Compensation of Managers.

No Manager shall receive any compensation for his services as a Manager, unless otherwise determined by the unanimous consent of the Member.

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Section 2.4             Resignation and Removal of Managers.

The Managers shall hold office until each such Manager’s successor is appointed by the Member or until each such Manager’s earlier resignation, death, dissolution and/or liquidation or removal by the Member.  The Managers may resign at any time upon written notice to the Company, and a Manager may be removed with or without cause by the Member.

ARTICLE 3

MEMBER/CAPITAL CONTRIBUTION

Section 3.1             Authority of the Member.

The Member shall not, except in its capacity as a Manager or officer or as expressly provided under the terms of this Agreement, participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company.

Section 3.2             Rights of the Member.

The Member shall have the following rights:

(a)           the Member may elect to dissolve the Company;

(b)           the Member may consent to any actions specifically requiring its consent or approval pursuant to this Agreement or the Act; and

(c)           the Member may take any other action specifically authorized pursuant to this Agreement.

Section 3.3             Approval of Member

The Member shall be entitled to approve or vote with respect to only those matters (A) which are expressly reserved to the approval or vote of the Member pursuant to the terms of this Agreement, or (B) which, notwithstanding any contrary provision of this Agreement, are required by the Act to be approved by or submitted to a vote of the Member.

Section 3.4             Cessation Event.

A Member shall cease to be a Member solely upon the occurrence of any one of the events provided in Article 8 of this Agreement or Sections 1705.15, 1705.16 and 1705.18 of the Act, each as may be hereafter amended.

Section 3.5             Capital Contribution.

The Member’s capital contribution in the amount of $3,500,000.00 was contributed in connection with the Member’s acquisition of all of the Membership Interests (as defined in Section 3.6).  No interest shall accrue on the capital contribution described in the foregoing sentence and the Member shall not have the right to withdraw or be repaid any contribution to the extent that such withdrawal or repayment would not be permitted under the Act.

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Section 3.6             No Certificates.

The Company shall not issue certificates evidencing the ownership of the Membership Interests by its Member.  The Company’s Membership Interests are owned by the Member as set forth on Exhibit A attached hereto, as it may be amended from time to time.  “Membership Interests” shall mean (i) the ownership interests of the Member in the Company; and (ii) the Member’s share of the profits and losses of the Company and the right to receive distributions from the Company.

Section 3.7             Informal Action by the Member.

Any action which may be taken at a meeting of the Member may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Member, which written consent or consents shall be filed with the Board of Managers of the Company.

ARTICLE 4

TITLE TO COMPANY PROPERTY

All property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law, the Member shall have no ownership interest in any Company property in its individual name or right, and the Member’s interest in the Company shall be personal property for all purposes.

ARTICLE 5

SEPARATENESS/OPERATIONS MATTERS

The Company shall:

(a)           maintain books and records and bank accounts separate from those of any other person;

(b)           maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;

(c)           observe all customary organizational and operational formalities;

(d)           hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;

(e)           prepare separate tax returns, if necessary, and separate financial statements;

(f)            allocate and charge fairly and reasonably any common employee or overhead shared with any affiliate;

(g)           transact all business with affiliates on an arms-length basis and pursuant to enforceable agreements;

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(h)           conduct business in its own name, and use separate stationery, invoices and checks;

(i)            not commingle its assets or funds with those of any other person; and

(j)            not assume, guarantee or pay the debts or obligations of any other person.

ARTICLE 6

OFFICERS

The officers of the Company, if any, shall consist of such individuals as may be appointed by the Manager.  Any two or more offices may be held by the same person.  The salary of each officer, if any, shall be set by the Manager.  Each officer shall serve for the term of office for which he is appointed and until his successor has been appointed and has qualified, or his earlier death, resignation, or removal by the Manager.

ARTICLE 7

INDEMNIFICATION AND LIABILITY

Section 7.1             Indemnification by the Company.

(a)         The Company shall indemnify, defend and hold harmless any Manager, Member, officer, employee or agent of the Company who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, because he is or was a Manager, Member, officer, employee, or agent of the Company or is or was serving at the request of the Company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred in connection with the action, suit or proceeding if, in the opinion of independent counsel to the Company selected by the Board of Managers, such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  At the request of the Member, the Board of Managers shall select such independent counsel, whose fees and costs shall be borne by the Company.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, a presumption that he had reasonable cause to believe that his conduct was unlawful.

(b)           To the extent that a Manager, Member, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 7.1(a) above or in defense of any claim, issue, or matter in an action, suit, or proceeding referred to therein, such party shall be indemnified by the Company against expenses, including attorney’s fees, that were actually and reasonably incurred by him in connection therewith.

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Section 7.2             Indemnification by Member.

Each Member (an “Indemnifying Member”) shall indemnify, defend and hold harmless the Company, any other Member, Manager, Company officer, employee or agent of the Company (the “Indemnified Parties”) from and against any and all liability, damages, loss, cost and expense incurred by any one or more of the Indemnified Parties to the extent caused by any breach of this Agreement by the Indemnifying Member or by any negligence or breach of contract or fiduciary obligation of the Indemnifying Member or any Manager or Company officer.  Notwithstanding the foregoing, however, an Indemnifying Member shall not have an obligation under this subsection to the extent that such obligation shall have been paid by insurance.

Section 7.3             Liability of Managers.

To the fullest extent allowable under the Act, the Managers shall have no personal liability to the Company or its Member for damages for any action that each such Manager takes or fails to take as a Manager unless it is proved, by clear and convincing evidence, in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or was undertaken with reckless disregard for the best interests of the Company.

Section 7.4             Non-Exclusivity of Article VII.

The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled and shall continue as to a person who has ceased to be a Manager, Member, officer, employee or agent of the Company.

Section 7.5             Insurance.

The Company may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a Manager, Member, officer, employee, or agent of the Company or who is or was serving at the request of the Company as a Manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise.  The insurance or similar protection purchased or maintained for those persons may be for any liability asserted against them and incurred by such Manager, Member, officer, employee or agent of the Company for any liability arising out of their status as Manager, Member, officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such persons against such liability under the Ohio revised code.  Insurance may be so purchased from or so maintained with a person in which the Company has a financial interest.

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ARTICLE 8

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF ASSIGNEES

AND ADDITIONAL MEMBERS

Section 8.1             Disposition.

The Member’s interest in the Company is transferable either voluntarily or by operation of law.  The Member may dispose of all or a portion of the Member’s interest.  Notwithstanding any provision of the Act to the contrary and at the discretion of the transferring Member, the transferee of the Member’s interest in the Company may be admitted as a Member upon the completion of the transfer without further action; provided that, if such transfer results in more than one Member, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

Section 8.2             Admission of Additional Members.

The Manager may admit additional Members and determine the capital contribution associated therewith, and thereafter, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

ARTICLE 9

DISSOLUTION AND WINDING UP

Section 9.1             Dissolution.

The Company shall be dissolved upon the occurrence of either of the following events:

(a)           The unanimous written agreement of the Member to dissolve the Company; or

(b)           Upon entry of a decree of judicial dissolution under section 1705.47 of the Act.

Section 9.2             Certificate of Dissolution.

Following the occurrence of any of the events of dissolution specified in this Article, the Company shall deliver to the Secretary of State of the State of Ohio a certificate of dissolution on a form that is prescribed by the Secretary of State and that includes the name of the Company and the effective date of its dissolution.

Section 9.3             Effective Date Of Dissolution.

Dissolution of the Company shall be effective on the date designated by the Member in the event of dissolution by election of the Member.

Section 9.4             Continued Existence.

Upon dissolution, the Company shall cease carrying on business, as distinguished from the winding up of the Company business, but the Company shall continue to exist until the

7

winding up of the affairs of the Company is completed and a certificate of dissolution has been filed with the Secretary of State of the State of Ohio in accordance with Section 9.2 of this Article.

Section 9.5             Winding Up.

Upon the winding up of the Company, the Company property shall be distributed:  (i) to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of Company liabilities; and (ii) thereafter, to the Member.  Such distributions shall be in cash, property other than cash, or partly in both, as determined by the Manager.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1           Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2           Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio.

Section 10.3           Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4           Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5           Agreement; Effect of Inconsistencies with Law.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule.

[The next page is the signature page. ]

8

IN WITNESS WHEREOF, the sole Member has executed this Agreement effective as of the date first written above.

SOLE MEMBER:
HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ Richmond L. Taylor
	Richmond L. Taylor, President

The undersigned Manager hereby agrees to abide by the provisions of this Agreement and the Act, to the extent applicable, as they relate to the activities of the Manager and the operation of the Company.

MANAGER:
HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ Richmond L. Taylor
	Richmond L. Taylor, President

9

EXHIBIT A

MEMBERSHIP INFORMATION

Member	Capital Contribution		Membership Interest
Hanger Prosthetics & Orthotics, Inc.	$	3,500,000.00	100	%

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EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION
OF
ADVANCED PROSTHETICS OF AMERICA, INC.

ARTICLE I.   NAME

The name of this corporation is:

ADVANCED PROSTHETICS OF AMERICA, INC.

ARTICLE II.   PURPOSE

This corporation is organized for the following purposes:

To engage in any or all lawful business for which a corporation may be incorporated under the laws of Florida.

ARTICLE III.   POWERS

a.To have a corporate seal, which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed, affixed or in any other manner reproduced.

b.To purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property or any interest therein, wherever situated.

c.To sell, convey, mortgage, pledge, create a security interest in, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets.

d.To lend money to, and use its credit to assist its officers and employees in accordance with law.

e.To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interest in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof.

f.To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income.

g.To lend money for its corporate purposes, invest and re-invest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

1

h.To conduct its business, carry on its operations, and have offices and exercise the powers granted by law within or without this state.

i.To elect or appoint officers and agents of the corporation and define their duties and fix their compensation.

j.To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation.

k.To make donations for the public welfare or for charitable, scientific or educational purposes.

l.To transact any lawful business that the board of directors shall find will be in aid of governmental policy.

m.To pay pensions and establish pension plans, profit sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees and for any or all of the directors, officers, and employees of its subsidiaries.

n.To be a promoter, incorporator, partner, member, associate or manager of any corporation, partnership, joint venture, trust or other enterprise.

o.To have and exercise all powers necessary or convenient to effect its purposes.

ARTICLE IV.   CORPORATE EXISTENCE

This corporation shall commence existence upon signing of these Articles, and shall have perpetual existence.

ARTICLE V.   PRINCIPAL OFFICE

The address of the principal office of the corporation is:

486 N. PIN OAK PLACE #114
LONGWOOD, FL  32779

ARTICLE VI.   REGISTERED AGENT AND OFFICE

The initial registered office of this corporation and the name of the initial registered agent of this corporation at that address are:

MARAT FINK

486 N. PIN OAK PLACE #114

LONGWOOD, FL  32779

ARTICLE VII.   CAPITAL STOCK

This corporation is authorized to issue 1,000 shares of Voting Common Stock having a par value of $.01 per share, and 1,000 shares of Nonvoting Common Stock having a par value of

2

$.01 per share. The Voting and Nonvoting Common Stock shall be identical in every respect except as to voting rights.

ARTICLE VIII.   INITIAL BOARD OF DIRECTORS

This corporation shall have a Board of Directors. The number of directors may be either increased or diminished from time to time by the shareholders at any duly called and constituted meeting. The names and addresses of the initial directors of this corporation are:

MARAT FINK

486 N. PIN OAK PLACE #114

LONGWOOD, FL 32779

ARTICLE IX.   INITIAL OFFICERS

The following persons shall serve as the officers of the corporation until their successors are duly elected:

President                                 MARAT FINK

ARTICLE X.   CUMULATIVE VOTING FOR DIRECTORS

Each shareholder is entitled to cumulate his votes for the directors of the corporation. He is entitled to multiply the number of votes he is entitled to cast by the number of directors for whom he is entitled to vote and to cast the product for a single candidate or distribute the product among two or more candidates.

ARTICLE XI.   PREEMPTIVE RIGHTS

The corporation shall have preemptive rights. Each shareholder of the corporation shall have a preemptive right to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them. In such event, the board of directors shall prescribe uniform terms and conditions in order to provide a fair and reasonable opportunity to exercise this right.

ARTICLE XII.   BYLAWS

The power to adopt, alter, amend or repeal Bylaws shall be vested in the Board of Directors and the shareholders.

ARTICLE XIII.   AMENDMENT

This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation or any amendment hereto and any right conferred upon the shareholders is subject to this reservation.

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ARTICLE XIV.   INCORPORATOR

The name and address of the person signing these Articles of Incorporation is:

MARAT FINK

486 N. PIN OAK PLACE #114

LONGWOOD, FL  32779

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on this 13 day of August 1998.

/s/ Marat Fink

MARAT FINK

STATE OF FLORIDA

COUNTY OF ORANGE

BEFORE ME personally appeared MARAT FINK, who is personally known to me, who executed the foregoing Articles of Incorporation, and who swore to and acknowledged before me that he executed those Articles of Incorporation this 13th day of August, 1998.

[NOTARY SEAL]	/s/Erik C. Larsen
	Erik C. Larsen

ACCEPTANCE OF REGISTERED AGENT

I hereby acknowledge that I am familiar with the duties and responsibilities as Registered Agent of ADVANCED PROSTHETICS OF AMERICA, INC., and I hereby accept said duties and responsibilities.

/s/ Marat Fink

MARAT FINK

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EX-3.10

Exhibit 3.10

SECOND AMENDED AND RESTATED

BY-LAWS

OF

ADVANCED PROSTHETICS OF AMERICA, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.                     Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Florida as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  SHAREHOLDERS

Section 1.                     Annual Meeting.  The annual meeting of the shareholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.                     Special Meetings.  A special meeting of the shareholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.                     Place of Meetings.  Each annual meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Florida, as the Board of Directors may designate in calling such meeting.  Each special meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Florida, as the person or persons calling the special meeting may

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designate.

Section 4.                     Notice of Meetings.  Written notice of each annual and each special meeting of the shareholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on a plan of merger or consolidation, in which event such notice shall be mailed not less than twenty (20) days, nor more than sixty (60) days, before such meeting to each shareholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such shareholder at his address as it appears on the transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A shareholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the holding of the meeting or the transaction of any business at the meeting because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.                     Quorum.  Except as otherwise provided by law, at any meeting of the shareholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the shareholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.                     Organization.  At every meeting of the shareholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the shareholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.                     Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering

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upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.                     Business or Order of Business.  At each meeting of the shareholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of shareholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.                     Voting.  Except as otherwise provided by law or by the Articles of Incorporation, holders of shares of the Corporation shall be entitled to vote upon matters to be voted upon by the shareholders.  At each meeting of shareholders held for any purpose, each shareholder of record of shares entitled to vote thereat shall be entitled to vote the shares standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the

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event demand for a vote by ballot on any question is made by any shareholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.                   Voting List.  The Secretary of the Corporation shall make available for inspection, beginning two business days after notice of the meeting is given for which the list was prepared, a complete list of the shareholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each shareholder.  Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, at the Corporation’s principal office or at the office of Corporation’s transfer agent, if such office is specified in the notice of meeting given pursuant to Section 4 of this Article II.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original transfer books shall be prima facie evidence as to the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.                   Record Dates.  The Board of Directors may fix in advance a date which shall not be more than seventy (70) nor less than ten (10) days prior to the date of any meeting of shareholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of shares shall go into effect, or in connection with obtaining the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to give such consent; and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as herein provided, such determination shall apply to any adjournment thereof.

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Section 12.                   Adjournment.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 13.                   Action by Shareholders Without a Meeting.  Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Articles of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of shareholders may be dispensed with if shareholders owning all of the shares entitled to vote on such action shall consent in writing to such corporate action being taken.

Every written consent shall bear the date of signature of each shareholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by all of the shareholders entitled to vote on such action are delivered to the Corporation by delivery to its registered office in the State of Florida, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of shareholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.                   Certificates for Shares.  Every shareholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.                   Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

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Section 16.                   Transfer of Shares.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.                   Proxies.  At any meeting of the shareholders, each shareholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the shareholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after twelve (12) months from its date.

ARTICLE III.  DIRECTORS

Section 1.                     General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Articles of Incorporation, or by law.

Section 2.                     Qualification, Number, Classification and Term of Office.  A director need not be a shareholder, a citizen of the United States, or a resident of the State of Florida.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.                     Election of Directors.  At each meeting of the shareholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Florida law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 4.                     Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such shareholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

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Section 5.                     Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.                     Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Florida as the Board of Directors may from time to time by resolution determine, or (unless contrary to a resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Articles of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.                     Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of shareholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.                     Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.                     Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than two (2) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.                   Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any

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meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless the director at the beginning of the meeting or promptly on his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 11.                   Quorum and Manner of Acting.  A majority of the directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.                   Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.                   Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the shareholders.

Section 14.                   Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the

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act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Articles of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.

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Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.                     The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner

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as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the shareholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Certificates.  Certificates for shares of the Corporation shall be respectively numbered serially for each class of shares, or series thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of

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shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.  The Corporation will not indemnify a director under this Section 1 in connection with any proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.  The Corporation will not indemnify a director under this Section 2 in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation or in connection with any proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the

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basis that financial benefit was improperly received by the director.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of the directors who were not parties to such action, suit or proceeding, or (2) by special legal counsel selected by a majority vote of disinterested directors, or, if there are no disinterested directors, by majority vote of the Board of Directors, or (3) by the shareholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer stating that the officer or director has met the standard of conduct set forth in Sections 1 and 2, as applicable, of this Article VI and that the officer or director will repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the

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heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Florida,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

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Section 7.                     Inspection of Books.  Any shareholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of shareholders, and to make extracts therefrom.

Section 8.                     Voting of Shares or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by this Corporation, at meetings of the holders of the shares or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of shares or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such shares or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of the Corporation entitled to vote at any annual or special meeting.  The shareholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the shareholders or by a certain specified percentage in interest of a particular class of shareholders.

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EX-3.11

Exhibit 3.11

ARTICLES OF INCORPORATION

-of-

THE BRACE SHOP PROSTHETIC
ORTHOTIC CENTERS, INC.

as amended through December 30, 1998

ARTICLE I

Name

The name of the Corporation shall be The Brace Shop Prosthetic Orthotic Centers, Inc.

ARTICLE II

Principal Office

The principal office of the Corporation shall be located and situated in the City of Cincinnati, Hamilton County, Ohio.

ARTICLE III

Purpose

The purpose for which the Corporation is formed and organized is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Revised Code of Ohio.

ARTICLE IV

Authorized Shares

The number of shares which the Corporation is authorized to have outstanding is 10,000 shares, all of which shall be classified as no par value common stock.

Said shares may be issued pursuant to subscription taken by the incorporator for such amount or amounts of consideration as may be specified by the incorporator, and, after organization, shares without par value now or hereafter authorized, may be issued or agreed to be

issued from time to time, for such amount or amounts of consideration as may be fixed from time to time, and at any time, by the Board of Directors.  The Board of Directors in its discretion may fix different amounts and/or kinds of consideration for the issuance of shares without par value, whether issued at the same or different times, and may determine that only a part or portion of the amount or amounts of consideration which shall be received by the Corporation shall be stated capital.

Any and all shares without par value so issued, the consideration for which as fixed by the incorporator or by the Board of Directors, has been paid or delivered, shall be fully paid and nonassessable.

ARTICLE V

Capital

The amount of capital with which the Corporation shall begin business is Five Hundred ($500.00) Dollars.

ARTICLE VI

Authority of Corporation

The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the power and authority of the Corporation, its shareholders, its directors and for the purpose of creating and defining the rights and privileges of the shareholders among themselves.

1.The Board of Directors is hereby authorized to fix and determine and to vary the amount of working capital of the Corporation; to determine whether any, and if any, what part of its surplus, however created or arising, shall be used or disposed of, or declared in dividends, or paid to shareholders, and, without action

by the shareholders, to use and apply such surplus, or any part thereof, at any time, in the purchase or acquisition of shares of any class, voting trust certificates for shares, bonds, debentures, notes, script, warrants, obligations, evidences of indebtedness of the Corporation and other securities of the Corporation, to such extent or amount, and in such manner and upon such terms as the Board of Directors shall deem expedient.

2.The Board of Directors of the Corporation is hereby empowered from time to time to authorize the issuance and sale of the authorized unissued shares of the Corporation’s capital stock and to fix the terms and the amount of the consideration for which the Corporation shall issue such shares, and at its discretion, to grant, from time to time, to such persons, for such periods, and upon such terms as the Board of Directors may deem advisable, options to purchase such number of authorized unissued shares, as the Board of Directors may deem advisable.  The Corporation reserves the right to substantially change the purpose of the Corporation by amendment to its Articles.

3.The Corporation may purchase, hold, sell and reissue any of its shares, and to the extent that the authority of the shareholders or directors is required by law to make any such purchase, sale or reissue, the Board of Directors shall be, and hereby is, fully vested with such authority.

EX-3.12

Exhibit 3.12

CODE OF REGULATIONS

OF

THE BRACE SHOP PROSTHETIC ORTHOTIC CENTERS, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Ohio, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

At the annual meeting of stockholders, or the meeting held in lieu of it, the Corporation shall lay before the stockholders financial statements, which may be consolidated, consisting of:

(1)A balance sheet containing a summary of the assets, liabilities, stated capital, if any, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) as of the end of the Corporation’s most recent fiscal year, except that, if consolidated financial statements are laid before the stockholders, the consolidated balance sheet shall show separately or disclose by a note the amount of consolidated surplus that does not constitute under the Revised Code of Ohio earned surplus of the Corporation or any of its subsidiaries and that is not classified as stated capital or capital surplus on the consolidated balance

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sheet;

(2)A statement of profit and loss and surplus, including a summary of profits, dividends or distributions paid, and other changes in the surplus accounts, for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this section was made and ending with the date of the balance sheet or, in the case of the first statement of profit and loss, for the period commencing with the date of incorporation of the Corporation and ending with the date of the balance sheet.

The financial statements shall have appended to them an opinion signed by the President or a Vice-President or the Treasurer or an Assistant Treasurer of the Corporation or by a public accountant or firm of public accountants to the effect that the financial statements present fairly the financial position of the Corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period, or to the effect that the financial statements have been prepared on the basis of accounting practices and principles that are reasonable in the circumstances.

Upon request of any stockholder made in writing or by any other means of communication authorized by the Corporation prior to the date of the annual meeting of stockholders, or the meeting held in lieu of it, the Corporation shall send a copy of the financial statements laid or to be laid before the stockholders at the meeting to the stockholder by mail, overnight delivery service, or any other means of communication authorized by the stockholder to whom the copy is sent on or before the later of the following:

(1)The fifth day after the receipt of the written request;

(2)The earlier of the following:

(a)The fifth day before the date of the meeting;

(b)The fifth day after the expiration of four months from the date of the balance sheet described in this Section 1.

Section 2.Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than fifty percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Ohio, as the Board of Directors may designate in calling such meeting.  Each special meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or

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without the State of Ohio, as the person or persons calling the special meeting may designate.

Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope not less than seven (7) nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Notwithstanding the foregoing, any notice herein or by law required may be waived, if such waiver is in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given.  The attendance of any stockholder at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by the stockholder of notice of such meeting.  Notice of any adjourned or recessed meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, and on the request of any stockholder or his proxy shall, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take

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and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.  The certificate of the inspectors shall be prima-facie evidence of the facts stated therein and of the vote as certified by them.

Section 8.Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Articles of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

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The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any stockholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

The authorization or taking of any action by vote, consent, waiver, or release of the stockholders may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take such action the first instance, subject to the contract rights of other persons.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, either at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, or, if not so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  For any lawful purpose, including, without limitation, the determination of the stockholders who are entitled:  (1) to receive notice of or to vote at a meeting of stockholders; (2) to receive payment of any dividend or distribution; (3) to receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect to the shares or securities; or (4) to participate in the execution of written consents, waivers, or releases; the directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2), and (3) of this Section 11, shall not be more than sixty (60) days, unless the Articles of Incorporation specify a shorter or a longer period for that purpose, preceding the date of the meeting of the stockholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be.

If a meeting of the stockholders is called by persons entitled to call the meeting or action is taken by stockholders without a meeting, and if the directors fail or refuse, within the time that the

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persons calling the meeting or initiating other action may request, to fix a record date for the purpose of clause (1) or (4) of this Section 11, then the persons calling the meeting or initiating other action may fix a record date for either of those purposes, subject to the limitations set forth in the preceding sentence.

The record date for the purpose of determining which stockholders are entitled to receive notice of or to vote at a meeting of the stockholders shall continue to be the record date for all adjournments of such meeting, unless the directors or the persons who fixed the original record date, subject to the limitations set forth above, fix another record date, and in case a new record date is so fixed, notice of the record date and of the date to which the meeting has been adjourned shall be given to stockholders of record as of that date in accordance with the same requirements as those applying to a meeting newly called.

The directors may close the share transfer books against transfers of shares during the whole or any part of the period set forth above, including the date of the meeting of the stockholders and the period ending with the date, if any, to which the meeting is adjourned.

If no record date is fixed, the record date for determining the stockholders who are entitled to receive notice of, or who are entitled to vote at, a meeting of stockholders shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be.

The record date for a change of shares shall be the time when the Certificate of Amendment or of Amended Articles of Incorporation effecting the change is filed with the Secretary of State of the State of Ohio.

If the directors do not fix a record date for determining stockholders entitled to payment of any dividend or distribution, the record date is the date that the directors authorize the dividend or distribution.

Section 12.Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any

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corporate action by any provisions of the statutes or of the Articles of Incorporation or this Code of Regulations, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if all stockholders who would be entitled to notice of and to vote at a meeting of the stockholders held for such purpose consent in writing to such corporate action being taken.

Section 14.Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  A stockholder who is entitled to attend a meeting of the stockholders, to vote at a meeting of the stockholders, or to execute consents, waivers, or releases may be represented at the meeting or vote at the meeting, may execute consents, waivers, and releases, and may exercise any of the stockholder’s other rights, by proxy or proxies appointed by a writing signed by the stockholder or appointed by a verifiable communication authorized by the stockholder.  Any transmission that creates a record capable of authentication, including, but not limited to, a telegram, a cablegram, electronic mail, or an electronic, telephonic, or other transmission, that appears to have been transmitted by the stockholder, and that appoints a proxy is a sufficient verifiable communication to appoint a proxy.  A photographic, photostatic, facsimile transmission, or equivalent reproduction of a writing that is signed by the stockholder and that appoints a proxy is a sufficient writing to appoint a proxy.  No appointment of a proxy is valid after the expiration of eleven (11) months after it is made unless the writing or verifiable communication specifies the date on which it is to expire or the length of time it is to continue in force.

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ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by this Code of Regulations, by the Articles of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Ohio.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in this Code of Regulations, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in this Code of Regulations and under applicable Ohio law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  The directors may remove any director and thereby create a vacancy in the Board:  (i) if by order of court the director has been found to be of unsound mind, or if the director is adjudicated a bankrupt; or(ii) if within sixty (60) days, or within such other period of time as is prescribed in the Articles of Incorporation or the Code of Regulations, from the date of the director’s election the director does not qualify by accepting in writing the director’s election to such office or by acting at a meeting of the directors, and by acquiring the qualifications specified in the Articles of Incorporation or this Code of Regulations; of if, for such period as is prescribed in the Articles of Incorporation or this Code of Regulations, the director ceases to hold the required qualifications.

All the directors, of a particular class, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power of the stockholders entitling them to elect directors in place of those to be removed, except that, unless all the directors, or all the directors of a particular class, are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against the director’s removal that, if cumulatively voted at an election of all the directors, or all the directors of a particular class, as the

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case may be, would be sufficient to elect at least one director.

Section 5.                     Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.                     Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Ohio as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Articles of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.                     Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.                     Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.                     Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

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Section 10.                   Waivers of Notice of Meetings.  Anything in this Code of Regulations or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have waived notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.                   Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by this Code of Regulations, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.                   Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect immediately or at such other time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.                   Vacancies.  In case of any removal by vote of the stockholders, a new director may be elected at the same meeting for the unexpired term of each director removed.  Failure to elect a director to fill the unexpired term of any director removed is deemed to create a vacancy in the Board.  The remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the Board for the unexpired term.  Under this Section 13, a vacancy exists if the stockholders increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment of that meeting, to elect the additional directors provided for, or if the stockholders fail at any time to elect the whole authorized number of directors.

Section 14.                   Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by this Code of Regulations, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or

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any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by this Code of Regulations for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Articles of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

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Section 3.                     Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in this Code of Regulations, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in this Code of Regulations.

Section 9.                     The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in this Code of Regulations.

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Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of this Code of Regulations; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of this Code of Regulations; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in this Code of Regulations.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of this Code of Regulations; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in this Code of Regulations.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in this Code of Regulations.

ARTICLE V.  SHARES OF STOCK

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the

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issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that if the Certificate is countersigned by an incorporated transfer agent or registrar, the signatures of any of the aforementioned officers may be facsimile, engraved, stamped or printed.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he

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reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of:  (1) any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of common pleas or such other court shall deem proper; and (ii) any action or suit in which the only liability asserted is pursuant to Section 1701.95 of the Revised Code of Ohio.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with if an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the last five years, or (3) by the stockholders, or (4) by the court of common pleas or the court in which such action was brought.

Any determination made by the disinterested directors or by independent legal counsel under this Section 4 shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation, and, within ten (10) days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding referred to in Sections 1 or 2 of this Article VI shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

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Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, this Code of Regulations, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Ohio,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

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Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.                     Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

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ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Shareholders.  This Code of Regulations shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.

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EX-3.13

Exhibit 3.13

AMENDED AND RESTATED
ARTICLES OF INCORPORATION

OF

COLORADO PROFESSIONAL MEDICAL, INC.

Pursuant to the provisions of the Colorado Corporation Code, the undersigned Corporation adopts the following Articles of Amendments and Restates its Articles of Incorporation. These articles correctly set forth the provisions of the Articles of Incorporation, as amended, and supersede the original Articles of Incorporation and all amendments thereto:

The name of the Corporation is COLORADO PROFESSIONAL MEDICAL, INC.

The following Amended and Restated Articles of Incorporation were adopted on January 10, 1994. As prescribed by the Colorado Corporation Code, such Amended and Restated Articles of Incorporation were adopted by a vote of the shareholders. The number of shares voted for the Amended and Restated Articles of Incorporation was sufficient for approval.

ARTICLE I
NAME

The name of the Corporation shall be: COLORADO PROFESSIONAL MEDICAL, INC.

ARTICLE II

DURATION

The term of existence of the corporation shall be perpetual, unless dissolved according to the laws of the State of Colorado.

ARTICLE III
PURPOSES & POWERS

The purposes for which the corporation is organized and the nature of the activities and powers to be carried on by the corporation are as follows:

A.To engage in the business of supplying rehabilitation equipment and services to referred customers and engage in all activities related thereto.

B.To engage in any lawful activity and transact any lawful business for which corporations may be incorporated under the corporation laws of the State of Colorado, as from time to time amended.

C.To own, purchase, lease and otherwise acquire real property; to improve such real properties and to rent, lease, let and otherwise use and dispose of improved and unimproved real properties.

D.To apply for, register and obtain patents, trademarks, trade names and copyrights and to purchase or otherwise acquire rights and licenses under patents owned or held by others; and to grant licenses and franchises under, or to sell or otherwise dispose of, patents and patent rights, trademarks or trade names, trade secrets or similar business interests obtained by the corporation.

E.To borrow or raise money without limit as to amount; to sell, create security interests in, pledge and otherwise dispose of and realize upon book accounts and other choices in action; to make, draw, accept, endorse, execute and issue bonds, debentures, notes or other obligations of any nature or in any manner for money so borrowed or in payment of property purchased or for any other of the objects or purposes of the corporation, and to secure the principal thereof and the interest thereon by mortgage upon, or creation of security interests, or pledge of, or conveyance or assignment in trust of, the whole or part of the property, real or personal, of the corporation, wherever situated and whether at the time owned or thereafter acquired; and in such manner and upon such terms as the Board of Directors or officers may from time to time determine, to sell, exchange, pledge, offer for discount or otherwise dispose of any and all such bonds, debentures, notes or other obligations.

F.To purchase or otherwise acquire the properties and assets of any other person, firm or corporation and the business and goodwill thereof, when such acquisition is deemed to be advisable and to pay therefore in cash, or in its stocks, notes, debentures or bonds; and in any such transaction, to assume and undertake or guarantee payment of any part or all of the indebtedness or other obligation of the person, firm or corporation whose properties and business are so acquired.

G.To purchase or otherwise acquire, and to invest in, hold, own and dispose of, the stock, bonds, notes, debentures and other obligations or securities issued by any person, firm, association or corporation, and the bonds or other evidences of the obligations of any government, state, territory, or province, or of any city,

county or other governmental subdivision thereof; and to guarantee payment of dividends on, or of the principal or interest on, any stocks, bonds, notes, debentures or other securities or obligations of any person, firm, association or corporation in which the corporation has an interest as stockholder, creditor or otherwise.

H.To buy, sell, trade, manufacture, deal in and deal with goods, wares and merchandise of every kind and nature, and to carry on such business as wholesalers, retailers, importers and exporters; to acquire all such merchandise, supplies, materials and other articles as shall be necessary or incidental to such business; to hold, acquire, mortgage, lease and convey real and personal property so far as necessary or expedient in conducting such business.

I.To manufacture, fabricate, purchase or otherwise acquire or repair, invest in, hold, own, mortgage or otherwise lien, pledge, lease, broker, sell (at wholesale or retail, or both), assign and trade in and with, as principal or agent, or both, agricultural products (animal or vegetable, or both), goods, wares and merchandise of steel or any other metal, plastic, wood, rubber, chemical, or any other natural or synthetic substance, or product thereof and personal property of any and every class and description within or without the State of Colorado.

J.To acquire lands containing or believed to contain oil, petroleum and mineral substances, and to lease, let, hold, exploit, develop, sell, convey and otherwise deal in said lands, to drill or mine for oil, gas and minerals; to establish, purchase and deal in oil, gas and mineral royalties and leases; to refine, distribute, process and deal in petroleum, petroleum products and mineral substances and to erect, mortgage, convey, lease and otherwise deal in and deal with refineries, processing plants, factories, gas compression plants and any other structures found necessary, useful or desirable for the business for this corporation; and to engage in the transportation for itself and for hire of petroleum and any petroleum products; the corporation shall not engage in the oil pipeline business.

K.To enter into, make, perform and carry out contracts of every sort and kind which may be necessary or convenient for the business of the corporation, or business of a similar nature, with any person, corporation, private, public or municipal body politic under the government of the United States or any state, territory, province, or possession thereof, or any foreign government so far as and to the extent that the same may be done and performed by corporations organized under the laws of the State of Colorado.

L.To purchase or otherwise acquire shares of its own capital stock, and to hold, sell, exchange, pledge, or otherwise dispose of or retire the same; provided, that the corporation shall not use any of its funds or property for the purchase of its own shares when such use would cause any impairment of the capital of the corporation, and provided, that the shares of its own stock belonging to the corporation shall not be voted directly or indirectly while so owned.

M.To undertake and carry on any business transaction or operation commonly carried on or undertaken by capitalists, promoters, financiers, contractors, merchants, commissionmen, or agents and in the course of such business, to draw, accept, endorse, acquire, sell and deal in every lawful manner whatsoever, in all or any negotiable or nonnegotiable instruments or securities. To carry on business as factors, agents, commission merchants or merchants.

N.To enter into general partnerships, limited partnerships (whether the corporation be a limited or general partner), joint ventures, syndicates, pools, associations and other arrangements for carrying on one or more of the purposes set forth in this Article III of the Articles of Incorporation, jointly or in common with others.

O.To do any and all things herein set forth, and in addition, such other acts and things as are necessary or convenient to the attainment of the purposes of the corporation, or any of them, to the same extent as natural persons lawfully might or could do in any part of the world, insofar as such acts are permitted to be done by a corporation organized under the laws of the State of Colorado.

P.The foregoing enumeration of specific powers shall not be deemed to limit or restrict in any manner the general powers, rights and privileges of the corporation, and the enjoyment and exercise thereof, as conferred by the laws of the State of Colorado upon corporations organized under the provisions of the Colorado Corporation Code.

ARTICLE V
CAPITAL STOCK

Q.Authorized Shares: The aggregate number of shares which the corporation shall have the authority to issue is fifty thousand (50,000) shares of common stock with no par value, such stock consisting of one class only. All authorized shares shall be issued from time to time upon resolution of the Board of Directors.

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R.Transfer Restrictions: The corporation shall have the right, by a vote of two-thirds (2/3) of all the members of the Board of Directors, to impose restrictions upon the transfer of any shares of its common stock, or any interest therein; provided that such restrictions, if any, shall be set forth upon the face or back of the certificates representing such shares of common stock.

S.Preemptive Rights: The shareholders of the corporation shall have the preemptive right to purchase, at such respective equitable prices, terms and conditions, as shall be fixed by the Board of Directors, such of the shares of the corporation as may be issued, from time to time. Such preemptive right shall apply to all shares issued, whether such additional shares constitute a part of the shares presently or subsequently authorized or constitute shares held in the treasury of the corporation, and shall be exercised in the respective portion which the number of shares held by each shareholder at the time of such issue bares to the total number of shares outstanding in the name of all shareholders at such time.

T.Cumulative Voting: The cumulative system of voting for directors or for any other purpose shall be allowed.

ARTICLE V
DIRECTORS

U.Number: The number of directors of the corporation shall be fixed, from time to time, by its bylaws and be increased or decreased as therein provided; provided, however, the number thereof shall be not fewer than three (3), except that there need to be only as many directors as there are shareholders in the event that the outstanding shares are, or initially will be, held by fewer than three (3) shareholders. The initial Board of Directors of the corporation shall consist of one (1) director and the name and address of the person who is to serve as director of the corporation until the first annual meeting of the shareholders, and until their successor is duly elected and qualified, is as follows:

Name	Address
LORA RUSIN QUIRK	15146 W. Golden, Maple Avenue Colorado 80401
ARTHUR DAVID QUIRK	15146 W. Golden, Maple Avenue
	Colorado 80401

V.Liability: A director of the corporation shall not be personally liable to the corporation or its stockholders for

monetary damages for breach of fiduciary duty as a director, except for liability arising from (i) any breach of the director’s loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any transaction from which the director derived any improper personal benefit, or (iv) any other act expressly prescribed or for which directors are otherwise liable under the Colorado Corporation Code. If the Colorado Corporation Code is subsequently amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director of the corporation shall be limited or eliminated to the fullest extent permitted by the Colorado Corporation Code or other Colorado law, as so amended. Any repeal or modification of this paragraph V.B. by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VI
INDEMNIFICATION

The corporation shall indemnify any and all persons who may serve or who have served at any time as directors or officers, or who at the request of the Board of Directors of the corporation may serve or at any time have served as directors or officers of another corporation in which the corporation at such time owned or may own shares of stock or of which it was or may be a creditor, and their respective heirs, administrators, successors, and assigns against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement of any claim, action, suit or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them or any of them, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer of person shall be adjudged in any action, to be liable for negligence or misconduct, in the performance of his duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders, or otherwise.

ARTICLE VI
INTERESTED PARTIES

In the absence of fraud, no contract or other transaction between the corporation and any other person, firm, partnership,

corporation, trust, joint venture, syndicate or other entity shall be in any way affected or invalidated solely by reason of the fact that any director or officer of the corporation is pecuniarily or otherwise interested in, or is a director, officer, shareholder, employee, fiduciary or member of such other entity, or solely by reason of the fact that any director is in any way interested, may be a party to or may be interested in a contract or other transaction of the corporation.

ARTICLE VIII
PLACE OF BUSINESS AND MEETINGS

The business of the corporation may be carried on in such other places within or without the State of Colorado as the Board of Directors shall designate.

The Board of Directors shall have the power to change the registered office and agent of the corporation.

The corporation may have such offices and places of business within and without the State of Colorado as may be determined by the Board of Directors.

Meetings of the stockholders and members of the Board of Directors may be held from time to time outside the State of Colorado, at such times and places as may be designated by the Bylaws or resolutions of the Board of Directors.

ARTICLE IX
AMENDMENTS

W.Articles of Incorporation: The shareholders shall have the power to amend these articles of incorporation in accordance with the provisions of the Colorado Corporation Code.

X.Bylaws: The Board of Directors of the corporation shall have the power to make, alter, amend and/or repeal the Bylaws as they may deem proper and expedient for the management of the affairs of the corporation. The Bylaws may contain any provisions for the regulation and management of internal affairs of the corporation not inconsistent with the laws of the State of Colorado or with these articles of incorporation.

ARTICLE X
REGISTERED OFFICE & AGENT

The initial registered office of the Corporation shall be 7711 W. 6th Avenue, Unit G, Lakewood, Colorado 80215. The initial registered agent at such address shall be Lora Rusin Quirk.

ARTICLE XI
INCORPORATOR

The name and address of the incorporator is:

LORA RUSIN QUIRK

7711 W. 6th Avenue, Unit G

Lakewood, Colcrado 80215

The manner, if not set forth in such amendment and restatement, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment and restatement shall be effected, is as follows:

None.

The manner in which such amendment and restatement effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:

None.

COLORADO PROFESSIONAL MEDICAL, INC., a Colorado corporation
By:	/s/ Lora Rusin Quirk
	Lora Rusin Quirk, President
and:	/s/ Dana C. Weaver
	Dana C. Weaver, Secretary
and:	/s/ Lora Rusin Quirk
	Lora Rusin Quirk, Director
and:	/s/ Arthur David Quirk
	Arthur David Quirk, Director

EX-3.14

Exhibit 3.14

AMENDED AND RESTATED

BY-LAWS

OF

COLORADO PROFESSIONAL MEDICAL, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Colorado as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  SHAREHOLDERS

Section 1.Annual Meeting.  The annual meeting of the shareholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the shareholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than ten percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Colorado, as the Board of Directors may designate in calling such meeting.  Each special meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Colorado, as the person or persons calling the special meeting may designate.

Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the shareholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, nor more than sixty (60) days, before such meeting to each shareholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such shareholder at his address as it appears on the transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A shareholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the holding of the meeting or the transaction of any business at the meeting because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the shareholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the shareholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the shareholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the shareholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies,

and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the shareholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of shareholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors, if applicable.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Articles of Incorporation, holders of shares of the Corporation shall be entitled to vote upon matters to be voted upon by the shareholders.  At each meeting of shareholders held for any purpose, each shareholder of record of shares entitled to vote thereat shall be entitled to vote the shares standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any shareholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, beginning the earlier of ten (10) days prior to the meeting or two (2) business days after

notice of the meeting, a complete list of the shareholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each shareholder.  Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, at the Corporation’s principal office or at the office of Corporation’s transfer agent, if such office is specified in the notice of meeting given pursuant to Section 4 of this Article II.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original transfer books shall be prima facie evidence as to the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than seventy (70) days prior to the date of any meeting of shareholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of shares shall go into effect, or in connection with obtaining the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to give such consent; and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or give such consent, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.Adjournment.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more

than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 13.Action by Shareholders Without a Meeting.  Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Articles of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of shareholders may be dispensed with if shareholders owning all of the shares entitled to vote on such action shall consent in writing to such corporate action being taken.

Every written consent shall bear the date of signature of each shareholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by all of the shareholders entitled to vote on such action are delivered to the Corporation by delivery to its registered office in the State of Colorado, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of shareholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.Certificates for Shares.  Every shareholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Shares.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  At any meeting of the shareholders, each shareholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the shareholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven (11) months from its date, unless a longer period is expressly provided in the proxy.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Articles of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a shareholder, a citizen of the United States, or a resident of the State of Colorado.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the shareholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Colorado law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either with or without cause, if the number of votes cast in favor of removal exceeds the number of votes cast against removal, in a vote of the shareholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such shareholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Colorado as the Board of Directors may from time to time by resolution determine, or (unless contrary to a resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Articles of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of shareholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than two (2) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless the director at the beginning of the meeting or promptly on his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 11.Quorum and Manner of Acting.  A majority of the directors in office

immediately before the meeting begins shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled, at a meeting called for such purpose, by vote of the shareholders.

Section 14.Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Articles of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with

respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.                     The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the shareholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the

Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Certificates.  Certificates for shares of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees),

judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.  The Corporation will not indemnify a director under this Section 1 in connection with any proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.  The Corporation will not indemnify a director under this Section 2 in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation or in connection with any proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such

determination shall be made (1) by the Board of Directors by a majority vote of the directors who were not parties to such action, suit or proceeding, or (2) by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding, or (3) by special legal counsel selected by a majority vote of disinterested directors, or, if there are no disinterested directors, by majority vote of the Board of Directors, or (4) by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer stating that the officer or director has met the standard of conduct set forth in Sections 1 and 2, as applicable, of this Article VI and that the officer or director will repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI, and upon a determination that indemnification of the director or officer is proper according to Section 4 of this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Colorado,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any shareholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of shareholders, and to make extracts therefrom.

Section 8.                     Voting of Shares or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to

cast the votes which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by this Corporation, at meetings of the holders of the shares or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of shares or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such shares or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of the Corporation entitled to vote at any annual or special meeting.  The shareholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the shareholders or by a certain specified percentage in interest of a particular class of shareholders.

EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

OF

CREATIVE ORTHOTICS & PROSTHETICS, INC.

Under Section 402 of the Business Corporation Law.

I, the undersigned, for the purpose of forming a corporation under Section 402 of the Business Corporation Law, do hereby sign and acknowledge this Certificate for that purpose as follows:

1.The name of the corporation is:

CREATIVE ORTHOTICS & PROSTHETICS, INC.

2.The purposes for which it is formed are:  To manufacture, assemble, purchase, repair, adjust, fit, distribute and sell orthotic and prosthetic devices; to acquire, hold, manage, lease, sell, convey, mortgage and otherwise deal in and with and dispose of by sale or otherwise lands, buildings, leaseholds and all other estates and real or personal property, to do and perform all lawful things in any way useful in connection with the foregoing and to have and exercise all powers conferred by and under the New York Business Corporation Law and the laws of the State of New York as amended from time to time.

3.The office of the corporation is to be located in the City of Elmira, County of Chemung and State of New York.

4.The aggregate number of shares which the corporation shall have authority to issue is 200 shares of no par value.  All shares shall be of one class to be known as common shares.

5.The Secretary of State of the State of New York is hereby designed as the agent of the corporation upon whom process against it may be served and the post office address

of which the Secretary of State shall mail a copy of any process against it served upon him is Elmira Medical Arts Building, Room 103, Elmira, New York 14901.

6.The duration of the corporation shall be perpetual.

7.The subscriber of this Certificate of Incorporation is over the age of 18 years.

IN WITNESS WHEREOF, this Certificate has been subscribed this 12th day of September, 1985, by the undersigned who affirms that the statements made therein are true under the penalties of perjury.

/s/ James C. Graner

JAMES C. GRANER

86 Durland Avenue

Elmira, New York 14905

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EX-3.16

Exhibit 3.16

AMENDED AND RESTATED

BY-LAWS

OF

CREATIVE ORTHOTICS AND PROSTHETICS, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center, Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of New York, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  SHAREHOLDERS

Section 1.Annual Meeting.  The annual meeting of the shareholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the shareholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than ten percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of New York, as the Board of Directors may designate in calling such meeting.

Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the shareholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required

by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, nor more than sixty (60) days, before such meeting to each shareholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such shareholder at his address as it appears on the stock transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A shareholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.  If action is proposed to be taken at any meeting for approval of an action that would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the New York Business Corporation Law (the “New York Law”) (procedure to enforce shareholder’s right to receive payment for shares) to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of Section 623 of the New York Law or an outline of its material terms.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the shareholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the shareholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the shareholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the shareholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and

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effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the shareholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of shareholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the shareholders.  At each meeting of shareholders held for any purpose, each shareholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any shareholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at any such meeting or any adjournment thereof, arranged in

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alphabetical order, with the address of and the number of shares held by each shareholder.  Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, either at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, or, if not so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than sixty (60) nor less than ten (10) days prior to the date of any meeting of shareholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.Adjournment.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

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Section 13.Action by Shareholders Without a Meeting.  Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of shareholders may be dispensed with if shareholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those shareholders who have not consented in writing.

Every written consent shall bear the date of signature of each shareholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by a sufficient number of shareholders to take such action are delivered to the Corporation by delivery to its registered office in the State of New York, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of shareholders meetings are recorded.

Section 14.Certificates of Stock.  Every shareholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The President or any Vice-President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  At any meeting of the shareholders, each shareholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by

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the shareholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven (11) months from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a shareholder, a citizen of the United States, or a resident of the State of New York.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the shareholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable New York law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such shareholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of New York as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at

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such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of shareholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a

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quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the shareholders.

Section 14.Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

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Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Other Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President or Secretary of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

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Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     Chairman of the Board of Directors.  Where there is a Chairman of the Board of Directors he shall be an officer and a director; and he may be the Chief Executive Officer of the Corporation and as such may have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The Chairman or his designee shall have full power and authority to cast any votes which the Corporation is entitled to cast as a shareholder of another corporation.  Where there is no Chairman of the Board, or he is unable to discharge his duties, the powers of the Chairman shall be vested in the President.  The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present.

Section 9.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 10.                   The Vice-Presidents.  The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the  President, and  shall have  such  other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 111.                 Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

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Section 12.                   Secretary.  The Secretary shall act as Secretary of all meetings of the shareholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 13.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the

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Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final

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disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, New York,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

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Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any shareholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of shareholders, and to make extracts therefrom.

Section 8.                     Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

Section 9.                     Notices.  Whenever under the provision of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in

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writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, or by delivery to a telegraph company, addressed to such director or shareholder at such address as appears on the books of the Corporation, or, in default of other address, to such director or shareholder at the General Post Office in the City of Bethesda, Maryland, and such notice shall be deemed to be given at the time when the same shall be thus mailed or delivered to a telegraph company.

Section 10.                   Waivers of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The shareholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the shareholders or by a certain specified percentage in interest of a particular class of shareholders.

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EX-3.17

Exhibit 3.17

CERTIFICATE OF FORMATION

LIMITED LIABILITY COMPANY

Article 1 — Entity Name and Type

The filing entity being formed is a limited liability company.  The name of the entity is:

DDOPP Holding LLC

Article 2 — Registered Agent and Registered Office

A.The initial registered agent is an organization (cannot be entity named above) by the name of:

CT Corporation System

B.The business address of the registered agent and the registered office address is:

350 N. St. Paul Street

Suite 2900

Dallas, TX  75201-4234

Article 3 — Governing Authority

A.The limited liability company will have managers.  The name and address of each initial manager are set forth below.

Hanger Prosthetics & Orthotics, Inc.

Two Bethesda Metro Center

Suite 1200

Bethesda, MD  20814

Article 4 — Purpose

The purpose for which the Company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Organizer

The name and address of the organizer:

David S. Sanders

3000 K Street, NW

Suite 600

Washington, DC  20007

Effectiveness of Filing

A.This document becomes effective when the document is filed by the secretary of state.

Execution

The undersigned affirms that the person designated as registered agent has consented to the appointment.  The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

Date: June 3, 2010
	/s/ David S. Sanders
	Signature of Organizer

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EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

DDOPP HOLDING LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF DDOPP HOLDING LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DDOPP HOLDING LLC (this “Agreement”) is effective as of this tenth (10th) day of June, 2010, between Hanger Prosthetics & Orthotics, Inc., a Delaware corporation (the “Member”), and DDOPP Holding LLC, a Texas limited liability company (the “Company”).

ARTICLE 1

FORMATION

Section 1.1             Name.

The name of the Company is “DDOPP Holding LLC,” and all business of the Company shall be conducted under that name or under any other name approved by the Manager (as defined herein), but in any case, only to the extent permitted by applicable law.

Section 1.2             Registered Agent and Office.

The Company’s registered agent for service of process shall be CT Corporation System.  The address of the Company’s registered office in the State of Texas is CT Corporation System, 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201.  The Manager may, from time to time, pursuant to the relevant provisions of Chapter 101 of Title 3 of the Texas Business Organizations Code (the “Act”), change the registered agent or office.

Section 1.3             Business Purpose.

The business and purposes of the Company shall be the provision of orthotic and/or prosthetic services and products, the operation of clinics to fit patients for orthotics or prosthetics, and any other lawful business or activity permitted by the Act.  Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.4             Term.

The term of the Company shall be perpetual until dissolved in accordance with this Agreement.

Section 1.5             Fiscal Year.

The fiscal year of the Company shall end on December 31 of each calendar year, or such other day as the Member from time to time determines.

ARTICLE 2

MANAGERS

Section 2.1             Management.

(a)           The management of the Company shall be vested in one or more Managers and such Managers shall comprise the Board of Managers.  The Board of Managers

may, at its discretion, delegate such powers and duties to officers and employees of the Company.

(b)           The Board of Managers shall have all power and authority to act on behalf of the Company except to the extent that such power and authority (i) shall be reserved to the Member as provided in Article 3 of this Agreement, or (ii) shall be delegated to the officers, if any, of the Company by this Agreement or otherwise by the Board of Managers from time to time and not revoked by the Board of Managers.

(c)           The Managers shall have authority to conduct all ordinary business, as described in Section 1.3 of this Agreement, on behalf of the Company, in accordance with the Act and may execute and deliver on behalf of the Company any contract, conveyance, note or similar document.

(d)           If specifically authorized and directed in writing by the Board of Managers, any Manager shall be authorized to execute on behalf of the Member any amendment to this Agreement or the Certificate of Formation of the Company that (a) corrects any non-substantive technical matters necessary or appropriate in the opinion of counsel to the Company, selected by the Board of Managers; (b) changes the registered office of the Company; or (c) changes the name of the Company.

(e)           Any action which may be taken by the Managers may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all Managers.

Section 2.2             Appointment of Managers.

The Member shall set the number of Managers and shall appoint the Managers.  The Managers need not be a Member or a resident of the State of Texas.  The initial number of Managers is one and the initial Manager shall be Hanger Prosthetics & Orthotics, Inc.

Section 2.3             Compensation of Managers.

No Manager shall receive any compensation for its services as a Manager, unless otherwise determined by the consent of all Members.

Section 2.4             Resignation and Removal of Managers.

The Managers shall hold office until each such Manager’s successor is appointed by the Member or until each such Manager’s earlier resignation, death, dissolution and/or liquidation or removal by the Member.  The Managers may resign at any time upon written notice to the Company, and a Manager may be removed with or without cause by the Member.

ARTICLE 3

MEMBER/CAPITAL CONTRIBUTION

Section 3.1             Authority of the Member.

The Member shall not, except in its capacity as a Manager or officer or as expressly provided under the terms of this Agreement, participate in the management or control of the

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Company’s business, transact any business for the Company, or have the power to act for or bind the Company.

Section 3.2             Rights of the Member.

The Member shall have the following rights:

(a)           the Member may elect to dissolve the Company;

(b)           the Member may consent to any actions specifically requiring its consent or approval pursuant to this Agreement or the Act; and

(c)           the Member may take any other action specifically authorized pursuant to this Agreement.

Section 3.3             Approval of Member

The Member shall be entitled to approve or vote with respect to only those matters (A) which are expressly reserved to the approval or vote of the Member pursuant to the terms of this Agreement, or (B) which, notwithstanding any contrary provision of this Agreement, are required by the Act to be approved by or submitted to a vote of the Member.

Section 3.4             Cessation Event.

A Member shall cease to be a Member solely upon the occurrence of any one of the events provided in Article 8 of this Agreement or Section 101.110 of the Act, each as may be hereafter amended.

Section 3.5             Initial Contribution.

The Member shall make the contribution described on Exhibit A at the time and on the terms specified on Exhibit A.  If no time for the contribution is specified, the contribution shall be made within sixty (60) days after the execution by the Member of this Agreement.  The value of the contribution shall be as set forth on Exhibit A.  No interest shall accrue on any initial contribution and the Member shall not have the right to withdraw or be repaid any contribution to the extent that such withdrawal or repayment would not be permitted under the Act.

Section 3.6             No Certificates.

The Company shall not issue certificates evidencing the ownership of the Membership Interests by its Member.  The Company’s Membership Interests are owned by the Member as set forth on Exhibit A attached hereto, as it may be amended from time to time.  “Membership Interests” shall mean (i) the ownership interests of the Member in the Company; and (ii) the Member’s share of the profits and losses of the Company and the right to receive distributions from the Company.

Section 3.7             Informal Action by the Member.

Any action which may be taken at a meeting of the Member may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by

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the Member, which written consent or consents shall be filed with the Board of Managers of the Company.

ARTICLE 4

TITLE TO COMPANY PROPERTY

All property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law, the Member shall have no ownership interest in any Company property in its individual name or right, and the Member’s interest in the Company shall be personal property for all purposes.

ARTICLE 5

SEPARATENESS/OPERATIONS MATTERS

The Company shall:

(a)           maintain books and records and bank accounts separate from those of any other person;

(b)           maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;

(c)           observe all customary organizational and operational formalities;

(d)           hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;

(e)           prepare separate tax returns, if necessary, and separate financial statements;

(f)            allocate and charge fairly and reasonably any common employee or overhead shared with any affiliate;

(g)           transact all business with affiliates on an arms-length basis and pursuant to enforceable agreements;

(h)           conduct business in its own name, and use separate stationery, invoices and checks;

(i)            not commingle its assets or funds with those of any other person; and

(j)            not assume, guarantee or pay the debts or obligations of any other person.

ARTICLE 6

OFFICERS

Section 6.1             Appointment of Officers.

(a)           The officers of the Company, if any, shall consist of such individuals as may be appointed by the Manager.  Any two or more offices may be held by the same person.

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The salary of each officer, if any, shall be set by the Manager.  Each officer shall serve for the term of office for which he is appointed and until his successor has been appointed and has qualified, or his earlier death, resignation, or removal by the Manager.

(b)           The initial officers of the Company shall be as follows:

Chairman:	Ivan R. Sabel
Chief Executive Officer:	Thomas F. Kirk
President:	Richmond L. Taylor
Treasurer:	George E. McHenry
Assistant Treasurer:	Samuel R. Reimer
Secretary:	George E. McHenry
Assistant Secretary:	Ernest J. Piro III
Assistant Secretary:	Thomas C. Hofmeister
Assistant Secretary:	Ambrose Phillips
Assistant Secretary:	Thomas E. Hartman
Assistant Secretary:	Samuel R. Reimer
Assistant Secretary:	Teresa M. Vermillion
Assistant Secretary:	Nicholas D. Dawe

ARTICLE 7

INDEMNIFICATION AND LIABILITY

Section 7.1             Indemnification by the Company.

(a)         The Company shall indemnify, defend and hold harmless any Manager, Member, officer, employee or agent of the Company who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, because he is or was a Manager, Member, officer, employee, or agent of the Company or is or was serving at the request of the Company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred in connection with the action, suit or proceeding if, in the opinion of independent counsel to the Company selected by the Board of Managers, such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  At the request of the Member, the Board of Managers shall select such independent counsel, whose fees and costs shall be borne by the Company.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, a presumption that he had reasonable cause to believe that his conduct was unlawful.

(b)           To the extent that a Manager, Member, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 7.1(a) above or in defense of any claim, issue, or matter in an

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action, suit, or proceeding referred to therein, such party shall be indemnified by the Company against expenses, including attorney’s fees, that were actually and reasonably incurred by him in connection therewith.

Section 7.2             Indemnification by Member.

Each Member (an “Indemnifying Member”) shall indemnify, defend and hold harmless the Company, any other Member, Manager, Company officer, employee or agent of the Company (the “Indemnified Parties”) from and against any and all liability, damages, loss, cost and expense incurred by any one or more of the Indemnified Parties to the extent caused by any breach of this Agreement by the Indemnifying Member or by any negligence or breach of contract or fiduciary obligation of the Indemnifying Member or any Manager or Company officer.  Notwithstanding the foregoing, however, an Indemnifying Member shall not have an obligation under this subsection to the extent that such obligation shall have been paid by insurance.

Section 7.3             Liability of Managers.

To the fullest extent allowable under the Act, the Managers shall have no personal liability to the Company or its Member for damages for any action that each such Manager takes or fails to take as a Manager unless it is proved, by clear and convincing evidence, in a court of competent jurisdiction that his action or failure to act involved an act or omission constituting willful or intentional misconduct, a breach of the duty of loyalty owed to the Company or was not committed in good faith and constituted a breach of duty owed to the Company.

Section 7.4             Non-Exclusivity of Article VII.

The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled and shall continue as to a person who has ceased to be a Manager, Member, officer, employee or agent of the Company.

Section 7.5             Insurance.

The Company may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a Manager, Member, officer, employee, or agent of the Company or who is or was serving at the request of the Company as a Manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise.  The insurance or similar protection purchased or maintained for those persons may be for any liability asserted against them and incurred by such Manager, Member, officer, employee or agent of the Company for any liability arising out of their status as Manager, Member, officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such persons against such liability under the Texas Business Organizations Code.  Insurance may be so purchased from or so maintained with a person in which the Company has a financial interest.

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ARTICLE 8

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF ASSIGNEES

AND ADDITIONAL MEMBERS

Section 8.1             Disposition.

The Member’s interest in the Company is transferable either voluntarily or by operation of law.  The Member may dispose of all or a portion of the Member’s interest.  Notwithstanding any provision of the Act to the contrary and at the discretion of the transferring Member, the transferee of the Member’s interest in the Company may be admitted as a Member upon the completion of the transfer without further action; provided that, if such transfer results in more than one Member, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

Section 8.2             Admission of Additional Members.

The Manager may admit additional Members and determine the capital contribution associated therewith, and thereafter, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

ARTICLE 9

DISSOLUTION AND WINDING UP

Section 9.1             Dissolution.

The Company shall be dissolved upon the occurrence of either of the following events:

(a)           The unanimous written agreement of all Members to dissolve the Company; or

(b)           Upon entry of a decree of judicial dissolution under Section 11.314 of the Act.

Section 9.2             Certificate of Termination.

Following the occurrence of any of the events of dissolution specified in this Article 9, the Company shall deliver to the Secretary of State of the State of Texas a certificate of termination on a form that is prescribed by the Secretary of State and that includes the name of the Company and the effective date of its dissolution.

Section 9.3             Effective Date Of Dissolution.

Dissolution of the Company shall be effective on the date designated by the Member in the event of dissolution by election of the Member.

Section 9.4             Continued Existence.

Upon dissolution, the Company shall cease carrying on business, as distinguished from the winding up of the Company business, but the Company shall continue to exist until the

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winding up of the affairs of the Company is completed and a certificate of termination has been filed with the Secretary of State of the State of Texas in accordance with Section 9.2 of this Article 9.

Section 9.5             Winding Up.

Upon the winding up of the Company, the Company property shall be distributed:  (i) to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of Company liabilities; and (ii) thereafter, to the Member.  Such distributions shall be in cash, property other than cash, or partly in both, as determined by the Manager.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1           Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2           Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas.

Section 10.3           Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4           Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5           Agreement; Effect of Inconsistencies with Law.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule.

[The next page is the signature page. ]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement effective as of the date first written above.

SOLE MEMBER:
HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ Richmond L. Taylor
	Richmond L. Taylor, President

The undersigned Manager hereby agrees to abide by the provisions of this Agreement and the Act, to the extent applicable, as they relate to the activities of the Manager and the operation of the Company.

MANAGER:
HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ Richmond L. Taylor
	Richmond L. Taylor, President

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EXHIBIT A

MEMBERSHIP INFORMATION

	Capital		Membership
Member	Contribution		Interest
Hanger Prosthetics & Orthotics, Inc.	$	76,606.90	100	%

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EX-3.19

Exhibit 3.19

CERTIFICATE OF LIMITED PARTNERSHIP

OF

DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD.

We, the undersigned, desiring to form a limited partnership pursuant to the Texas Revised Limited Partnership Act, Article 6132a-1 of the Revised Civil Statutes of the State of Texas, certify as follows:

1.The name of the Partnership is DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD.

2.The Partnership is being created pursuant to the plan of conversion hereto attached.

3.The converting entity is DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS, L.L.C., a Texas Limited Liability Company, whose address for all purposes is 7015 Almeda Road, Houston, Harris County, Texas (77054), and which was incorporated with the Secretary of State’s office on December 31, 1996.

4.The address of the registered office of the Partnership is 7015 Almeda Road, Houston, Harris County, Texas (77054).

5.The name of the registered agent for service of process is Glynn D. Nance, 1111 North Loop West, Suite 810, Houston, Harris County, Texas (77008).

6.The address of the principal office in the United States where records of the partnership will be kept or made available is 7015 Almeda Road, Houston, Harris County, Texas (77054).

7.The name and place of business of the General Partner is:

DIBELLO MANAGEMENT SERVICES, L.L.C.

7015 Almeda Road

Houston, Texas (77054)

IN WITNESS WHEREOF, we have hereunder set our hands this 30th day of December, 1999.

	GENERAL PARTNER:
	DIBELLO MANAGEMENT SERVICES, L.L.C.
By:	/s/ Thomas V. DiBello
	THOMAS V. DIBELLO, Manager

EX-3.20

Exhibit 3.20

AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP

OF

DIBELLO’S DYNAMIC ORTHOTICS AND
PROSTHETICS PARTNERSHIP, LTD.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
1.1	“Additional Contributions	1
1.2	“Adjusted Capital Account Deficit	1
	(a)Credit Capital Account	1
	(b)Debit Capital Account	2
1.3	“Affiliate	2
1.4	“Agreement	2
1.5	“Appraised Value	2
1.6	“Bankruptcy	3
	(a)Involuntary Bankruptcy	3
	(b)Inability to Pay Debts	3
1.7	“Capital Account	4
	(a)Credits	4
	(b)Debits	4
	(c)Transfer	4
	(d)Multiple Interest	4
	(e)IRC and Regulations	4
	(f)Modification of Capital Accounts	5
1.8	“Capital Contribution	5
1.9	“Certificate	5
1.10	“Chance of Control of a General Partner	6
1.11	“Code” or “Internal Revenue Code	6
1.12	“Depreciation	6
1.13	“General Partner	6
1.14	“General Partner Interest	7
1.15	“Gross Asset Value	7
	(a)Fair Market Value	7
	(b)Adjusted Gross Fair Market Value	8
	(c)Distributed Value	8
	(d)Adjustment to Asset Basis	8
1.16	“Immediate Family	9
1.17	“Interest” or “Interests	9
1.18	“Limited Partner	9
1.19	“Limited Partnership Act	9
1.20	“Negative Cash Flow	9
1.21	“Net Cash Flow	10
1.22	“Original Capital Contribution	10
1.23	“Partner” or “Partners	10
1.24	“Partnership	10
1.25	“Partnership Property	10
1.26	“Person	10
1.27	“Profits” or “Losses	11
	(a)Exempt Income	11
	(b)Expenses	11
	(c)Adjustment Reflecting Gain or Loss	11

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	(d)Gain or Loss Recognized	11
	(e)Depreciation	11
	(f)Excluded Items From Profit Calculations	12
1.28	“Regulations	12
1.29	“Sharing Ratio	12
1.30	“Transfer	12
1.31	“Wholly Owned Affiliate	12
ARTICLE II THE PARTNERSHIP		13
2.1	Formation of Limited Partnership	13
2.2	Name	13
2.3	Filings	13
	(a)Initial Filing	13
	(b)Dissolution Filing	14
2.4	Purposes	14
2.5	Registered Agent, Registered Office and Place of Business	15
2.6	Term	15
ARTICLE III CONTRIBUTIONS		15
3.1	General Partner’s Original Capital Contribution	15
3.2	Limited Partners’ Capital Contribution	16
3.3	Actions to be Taken in Connection with the Partnership Property	16
3.4	Return of Contributions	16
3.5	Additional Contributions	17
ARTICLE IV ALLOCATIONS		17
4.1	Profits and Losses	17
	(a)Allocation of Losses	17
	(b)Allocation of Profits	17
4.2	Special Allocations	17
	(a)Qualified Income Offset	18
	(b)Gross Income Allocation	18
	(c)Section 754 Adjustments	18
4.3	Curative Allocations	19
4.4	Other Allocation Rules	19
	(a)Allocation Periods	19
	(b)Sharing Ratios	19
	(c)Pro Rata Allocations	19
4.5	Tax Allocations: Code Section 704(c)	19
4.6	Adjustment to Sharing Ratios	20
ARTICLE V DISTRIBUTIONS		21
5.1	Net Cash Flow	21
5.2	Amounts Withheld	21
ARTICLE VI MANAGEMENT		21
6.1	Authority of the General Partner	21

ii

6.2	Restrictions on Authority of the General Partner	26
	(a)Non — Consent	26
6.3	Right to Rely On the General Partner	26
	(a)Identification	27
	(b)Reliance On Facts	27
	(c)Other Persons in Authority	27
	(d)Acts/Omissions	27
6.4	Standard of Care; Conflicts	27
	(a)Standard of Care	27
	(b)Conflicts	27
	(c)Waiver of Self Dealing	28
6.5	Indemnification of the General Partner	29
6.6	Sale of the Partnership Property; Term Sales: Buyer’s Promissory Notes	29
	(a)Power to Sell	29
	(b)Limitation	29
	(c)Term of Sale	29
	(d)Sale of Negotiable Documents	30
6.7	Compensation and Loans	30
	(a)Compensation and Reimbursement	30
	(b)Expenses	30
	(c)Loans	31
6.8	Operating Restrictions	31
	(a)Cash and Other Liquid Assets	31
	(b)Requirement of Sale	32
ARTICLE VII LIMITED PARTNERS		32
7.1	General	32
7.2	Limitation of Liability	33
7.3	Covenant Not to Withdraw or Dissolve	33
7.4	Consent and Ratification	33
ARTICLE VIII ADMINISTRATION AND TAX MATTERS		34
8.1	Books and Records	34
8.2	Inspection	34
8.3	Bank Accounts	34
8.4	Subchapter K Election	35
8.5	Status of Creditor	35
ARTICLE IX AMENDMENTS		35
9.1	Amendments	35
	(a)Proposed Amendments	35
	(b)Amendment Limitations	36
9.2	Meetings of the Partners	36
	(a)Meetings	36
	(b)Voting Eligibility	36
	(c)Proxy Permitted	37
	(d)Presiding Entity	37

iii

ARTICLE X RESTRICTIONS UPON OWNERSHIP AND TRANSFER OF OWNERSHIP		37
10.1	Generally	37
10.2	Disclosures, Limitations and Exceptions	38
	(a)Federal Law Disclosure and Limitations	38
	(b)Death of a Partner	38
	(c)Estate Planning Transfers	40
	(d)Nonrecognition of an Unauthorized Transfer	40
	(e)Disposition upon Divorce of a Limited Partner	41
	(f)Acquisition of an Interest Conveyed to Another Without Authority	41
	(g)Admission of Substituted Limited Partners	43
10.3	Partnership Interest Pledge or Encumbrance	44
10.4	Distributions and Applications in Respect to Transferred Interest	44
ARTICLE XI GENERAL PARTNERS		45
11.1	Additional General Partners	45
11.2	Covenant Not to Withdraw, Transfer, or Dissolve	45
11.3	Permitted Transfers	46
	(a)General Partner	46
	(b)Admission of General Partner’s Transferee	46
	(c)Non Admission of Transferee	47
11.4	Prohibited Transfers	47
11.5	Termination of Status as General Partner	48
	(a)Cessation of General Partner	48
	(b)Effect on Dissolution	49
	(c)No Effect In Limited Interests	50
ARTICLE XII DISSOLUTION AND WINDING UP		50
12.1	Liquidating Events	50
	(a)Withdrawal	50
	(b)Expiration Term	50
	(c)Unanimous Vote	50
	(d)Other Events	50
12.2	Winding Up	52
12.3	Compliance With Timing Requirements of Regulations	53
12.4	Deemed Distribution and Recontribution	54
12.5	Rights of Partners	55
12.6	Notice of Dissolution	55
ARTICLE XIII POWER OF ATTORNEY		55
13.1	General Partner as Attorney-In-Fact	55
13.2	Nature as Special Power	56
ARTICLE XIV MISCELLANEOUS		57
14.1	Notices	57
14.2	Binding Effect	58
14.3	Construction	58

iv

14.4	Headings	58
14.5	Severability	58
14.6	Further Action	59
14.7	Variation of Pronouns	59
14.8	Governing Law	59
14.9	Waiver of Action for Partition; No Bill for Partnership Accounting	59
14.10	Counterpart Execution	59
14.11	Sole and Absolute Discretion	60
14.12	Specific Performance	60
14.13	Offset	60
14.14	Independent Conduct	60
Signature Page		61

v

AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD. (the “Partnership”) is entered into to be effective as of June 17, 2010, by and between DDOPP HOLDING LLC, a Texas Limited Liability Company, as General Partner, and Hanger Prosthetics & Orthotics, Inc., a Delaware corporation, as Limited Partner.

WHEREAS, the parties desire that the Agreement of Limited Partnership of the Partnership be amended and restated as set forth herein below.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

As used in this Agreement, the following terms shall have the respective meanings indicated:

1.1“Additional Contributions” shall mean an additional capital contribution to the Partnership in addition and subsequent to each partner’s Original Capital Contribution.

1.2“Adjusted Capital Account Deficit” shall mean, with respect to any Limited Partner, the deficit balance, if any, in such Limited Partner’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(a)Credit Capital Account - Credit to such Capital Account any amounts which such Limited Partner is obligated to restore pursuant to any provision of this Agreement or

is deemed to be obligated to restore pursuant to Sections 1.704-2(g)(1) and 1.704-2 (i)(5) of the Regulations, and

(b)Debit Capital Account - Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1P(b)(2)(ii)(d)(6) of the Regulations.  The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

1.3“Affiliate” shall mean, with respect to a Partner, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or under common control with such Partner.  The term “control,” as used in the immediately preceding sentence, means, with respect to a Person, that is a corporation, the right to exercise, directly or indirectly, more than ten percent (10%) of the voting rights attributable to the shares of the controlled corporation, and with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person.

1.4“Agreement” shall mean this Amended and Restated Agreement of Limited Partnership of DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD.

1.5“Appraised Value” shall mean, with respect to the Partnership Property, or any part thereof, the fair market value of such property as estimated by an independent appraiser selected by the General Partner, expressly provided that with respect to cash, no value must be appraised, and with respect to marketable securities which are traded on an exchange or on an

2

automatic quotation system, the average sales price (or bid/ask price) shall be used for the Appraised value.

1.6“Bankruptcy” shall mean, with respect to any Person, the following:

(a)Involuntary Bankruptcy: BANKRUPTCY MEANS - an involuntary bankruptcy, which is without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition for relief or reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any present or future bankruptcy, insolvency, or similar statute, law, or regulation, or the filing of any such petition against such Person, which petition shall not be dismissed within ninety (90) days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Person or of all or any substantial part of the property of such Person, which order shall not be dismissed within sixty (60) days;

(b)Inability to Pay Debts: BANKRUPTCY ALSO MEANS - the liability of such Person generally to pay its debts as such debts become due, or an admission in writing by such person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors; the filing of any petition or answer by such Person seeking to adjudicate it a bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property; or corporate action taken by such Person to authorize any of the actions set forth above.

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1.7“Capital Account” shall mean, with respect to any Partner, the Capital Account maintained for such Person in accordance with the following provisions:

(a)Credits - To each Person’s Capital Account there shall be credited such Person’s Capital Contributions, such Person’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 4.2 or Section 4.3 hereof, and the amount of any Partnership liabilities which are assumed by such Person or which are secured by any Partnership Property distributed to such Person.

(b)Debits - To each Person’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Person pursuant to any provision of this Agreement, such Person’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 4.2 or Section 4.3 hereof, and the amount of any liabilities of such Person which are assumed by the Partnership or which are secured by any property contributed by such Person to the Partnership.

(c)Transfer - In the event all or a portion of an interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account to the transferor to the extent it relates to the transferred interest.

(d)Multiple Interest - ONE CAPITAL ACCOUNT - A Partner that has more than one Partnership interest shall have a single capital account that reflects all its Partnership interests, regardless of the class of Partnership interests owned by that Partner and regardless of the time or manner in which those Partnership interests were acquired.

(e)IRC and Regulations - In determining the amount of any liability for purposes of Sections 1.7(a) and 1.7(b) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

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(f)Modification of Capital Accounts - The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations.  In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners), are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material-effect on the amounts distributable to any Person pursuant to Article XII hereof upon the dissolution of the Partnership.  The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Section 1.704l(b)(2)(iv)(g) of the Regulations, and (ii) make any appropriate modifications in the event unanticipated events (for example, the acquisition by the Partnership of oil or gas properties) might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

1.8“Capital Contribution” shall mean the total contribution to the capital of the Partnership for which a Partner is legally bound and obligated, which amount is designated as a capital contribution for such Partner pursuant to Article III of this Agreement.

1.9“Certificate” shall mean the Certificate of Limited Partnership for this Partnership in the form and substance attached hereto as Exhibit B, or any other certificate of

5

this Partnership filed subsequent thereto which complies with Section 2.01 of the Texas Revised Limited Partnership Act.

1.10“Change of Control of a General Partner” shall mean, as to a corporate General Partner of the Partnership if there is one, the occurrence of an event or circumstance, however it comes about, which results in a significant change in the voting rights or the voting stock of such corporation.  For this purpose, a change in voting rights is a significant change if it reduces by at least thirty-three (33) percentage points the voting rights of the Persons who own voting stock of the Corporation as of the date such corporation first became a General Partner of the Partnership.

1.11“Code” or “Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.12“Depreciation” shall mean, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period; provided, however, that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning adjusted tax basis; provided, further that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

1.13“General Partner” shall mean the one or more persons who are a general partner of the Partnership, meaning, DDOPP HOLDING LLC, a Texas Limited Liability Company, and each other Person (if any) that subsequently becomes an additional or substituted General

6

Partner in accordance herewith, but excluding any such Person that subsequently ceases to be a General Partner pursuant to the provisions of this Agreement.  In the event that there are two Persons serving in the capacity as General Partner under this Agreement, actions by the General Partners shall require the mutual agreement of each such Person.  If there are more than two Persons serving in the capacity as General Partner under this Agreement, actions by the General Partner shall require the agreement of a majority of such Persons.  Notwithstanding the preceding provisions of this section, if a Managing Partner or Partners are acting, actions by the General Partner shall require the mutual agreement of each Managing Partner or, if there are three or more Managing Partners, such actions shall require the agreement of a majority of the Managing Partners.

1.14“General Partner Interest” shall mean the entire ownership interest and rights of a General Partner as a general partner in the Partnership, together with all obligations of such Person to comply with the terms and provisions of this Agreement.  The term “General Partner Interest” specifically does not include any interest in the Partnership which the General Partner may own as a Limited Partner.

1.15“Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)Fair Market Value - The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership, provided that the initial Gross Asset Values of the assets contributed to the Partnership pursuant to Sections 3.1 and 3.2 hereof shall be as set forth in Exhibit A, and provided further that if the contributing Partner is the General

7

Partner, the determination of the fair market value of a contributed asset shall require the agreement of a majority in interest of the Limited Partners:

(b)Adjusted Gross Fair Market Value - The Gross Asset Value of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property as consideration for an interest in the Partnership; and (iii) the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interest of the Partners in the Partnership;

(c)Distributed Value - The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and

(d)Adjustment to Asset Basis - The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations and Section 4.2(c) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 1.15 to the extent the General Partner determines that an adjustment pursuant to Section 1.15(b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this

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Section 1.15(d).  If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 1.15(a), 1.15(b), or 1.15(d) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

1.16“Immediate Family” shall mean wife and husband and their lineal descendants by blood or adoption or a trust or trusts the beneficiaries of which are one or more of them.

1.17“Interest” or “Interests” shall mean the entire ownership interests and rights of a Limited Partner in the Partnership, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

1.18“Limited Partner” shall mean each Person that is designated on the signature page hereto, and that has executed this Agreement, as a Limited Partner, together with each other Person (if any) that subsequently becomes an additional or substituted Limited Partner pursuant to the provisions of this Agreement.  “Limited Partners” means all such Persons.

1.19“Limited Partnership Act” shall mean the Texas Revised Limited Partnership Act, Article 613a-1 of the Texas Revised Civil Statutes Annotated, as amended from time to time.

1.20“Negative Cash Flow” shall mean the excess of costs, as defined below, incurred with respect to the operation of the Partnership Property over the income from the Partnership Property.  Costs considered in determining such amount shall include repairs, maintenance, utilities, including waste disposal, management fees, rental commissions, state and local taxes, debt service, including principal, interest, and fees on any Partnership debt, which are directly related to the Partnership Property.  The monthly amount of Negative Cash Flow, if any, shall be determined by the General Partner pursuant to the parameters set forth above.

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1.21“Net Cash Flow” shall mean, at the time of determination for any period, the gross cash proceeds of the Partnership from the conduct of the Partnership’s business less the portion thereof retained for investment by the Partnership, expressly excluding any Capital Contributions, any proceeds from financing loans and any amounts used to pay or establish reserves for all Partnership expenses, debt payments, capital improvements, replacements, and contingencies, all as determined in the sole discretion of the General Partner.  Net Cash Flow shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reserves previously established.

1.22“Original Capital Contribution” shall mean, with respect to each Partner, the Capital Contribution made by such Partner pursuant to Section 3.1 or Section 3.2 hereof, as the case may be, reduced by the amount of any liabilities of such Partner assumed by the Partnership in connection with such Capital Contribution or which are secured by any property contributed by such Partner to the Partnership as a part of such Capital Contribution.

1.23“Partner” or “Partners” shall mean the General Partner (whether one or more) and the Limited Partner (whether one or more).

1.24“Partnership” shall mean DiBello’s Dynamic Orthotics and Prosthetics Partnership, Ltd.

1.25“Partnership Property” shall mean all of the property contributed to the capital of the Partnership by the Partners and any other property purchased or otherwise acquired by the Partnership or contributed by the Partners subsequent to the execution of this Agreement.

1.26“Person” shall mean an individual, partnership, corporation, trust, unincorporated association, or other entity or association.

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1.27“Profits” or “Losses” shall mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)Exempt Income - Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.27(a) shall be added to such taxable income or loss;

(b)Expenses - Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-I (b)(2)(iv)(i) of the Regulations and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.27(b) shall be subtracted from such taxable income or loss;

(c)Adjustment Reflecting Gain or Loss - In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.15(a) or Section 1.15(b) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(d)Gain or Loss Recognized - Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(e)Depreciation - In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be

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taken into account Depreciation for such fiscal year or other period, computed in accordance with Section 1.12 hereof; and

(f)Excluded Items From Profit Calculations - Notwithstanding any other provision in this Section 1.27, any items which are specially allocated pursuant to Section 4.2 Special Allocation or Section 4.3 Curative Allocations hereof shall not be taken into account in computing Profits or Losses.

1.28“Regulations” shall mean the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

1.29“Sharing Ratio” shall mean, at all times, the ratio that such Partner’s interest in the Partnership bears to the interests in the Partnership of all Partners, and is set forth for such Partner on Exhibit A to this Agreement.

1.30“Transfer” shall mean, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, or otherwise dispose of.

1.31“Wholly Owned Affiliate” of any Person, shall mean an Affiliate of such Person one hundred percent (100%) of the voting stock or beneficial ownership of which is owned by such Person, directly or indirectly, through one or more Wholly Owned Affiliates, or by any Person who, directly or indirectly, owns one hundred percent (100%) of the voting stock or beneficial ownership of such Person, and an Affiliate of such Person who, directly or indirectly, owns one hundred percent (100%) of the voting stock or beneficial ownership of such Person.

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ARTICLE II
THE PARTNERSHIP

2.1Formation of Limited Partnership.

The Partners hereby acknowledge and agree that the Partnership was formed pursuant to the provisions of the Limited Partnership Act for the purpose and scope herein prescribed.  Except as provided to the contrary in this Agreement, the rights, duties, status, and liabilities of the Partners, and the formation, administration, dissolution, and continuation or termination of the Partnership, shall be as provided in the Limited Partnership Act.  The Partnership shall also be governed by the Texas Revised Partnership Act as the supplemental law to the Limited Partnership Act.

2.2Name.  The name of the Partnership is “DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD.” and the business of the Partnership shall be conducted under such name or under any other name or names as the General Partner may from time to time determine to be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership.

2.3Filings.

(a)Initial Filing - The General Partner shall cause the Certificate to be filed in the office of the Secretary of State of Texas in accordance with the provisions of the Limited Partnership Act.  The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of Texas, and in any other state in which the activities of the Partnership would require it to qualify as a limited partnership.  The General Partner shall cause amendments to the Certificate to be filed whenever required by the Limited Partnership Act.  Such amendments may be executed by

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any General Partner and by each other general partner designated in the amendment as a new general partner.

(b)Dissolution Filing - Upon the dissolution of the Partnership, the General Partner (or, in the event there is no remaining General Partner, any Person or other entity elected pursuant to Section 12.1 hereof) shall promptly execute and cause to be filed Certificates of Dissolution in accordance with the Limited Partnership Act and the laws of any other states or jurisdictions in which the Partnership Act and the laws of any other states or jurisdictions in which the Partnership has filed Certificates.

2.4Purposes.  The purposes of the Partnership shall be to (i) own, operate and lease the Partnership Property for more prudent management of all the assets, and to place under one entity the management and control of the Partnership Property, and to permit the managers of the Partnership Property to manage pursuant to the terms and conditions of the Limited Partnership Act, (ii) hold and manage the Partnership Property for best overall gain, (iii) provide management continuity for the operator of the Partnership’s business interests, (iv) facilitate the sharing of the enjoyment and responsibilities of ownership of the properties among the Partners, and increase business communications among the Partners, (v) when necessary of desirable, dispose of the Partnership Property, and (vi) take any and all actions reasonably related to the foregoing purposes.  The assets of the Partnership may, from time to time, be invested in various forms of real property and tangible and intangible personal property, to include, but not limited to stocks, bonds, mortgages, notes, commercial paper and other evidence of indebtedness, money market funds, certificates of deposit, and other financial instruments or accounts and interests in limited partnerships as well as limited liability companies, and closely held businesses, however organized.  Subject to the limitations contained in this Agreement and in the Limited Partnership

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Act, the Partnership purposes and business may be accomplished by the General Partner taking any action which is permitted hereunder or under the Limited Partnership Act or which is customary or reasonably related to the acquisition, ownership, management, sale, investment, reinvestment or financing of the Partnership assets, including, without limitation, short term investments.

2.5Registered Agent, Registered Office and Place of Business.  The Registered Agent for the Partnership shall be C T Corporation System, and the Registered Office of the Partnership shall be at 350 N. St. Paul Street, Suite 2900, Dallas, Texas 75201 and the Partnership’s place of business shall be at 10910 Domain Drive, Suite 300, Austin, Texas 78758 and at such other locations as the General Partner determines advisable.  The Partnership may, by giving notice thereof to the Limited Partners, move its office to such other place within or without the State of Texas as the General Partner may from time to time determine to be necessary, appropriate, or advisable.

2.6Term.  The Partnership shall commence on the later of the date the Partners execute this Agreement or the date the Certificate is filed with the Secretary of the State of Texas, and unless sooner terminated as herein provided, shall continue until the close of Partnership business on December 31 of the year that is fifty (50) years after the year in which the Certificate is filed with the Secretary of the State of Texas.

ARTICLE III
CONTRIBUTIONS

3.1General Partner’s Original Capital Contribution.  The General Partner hereby agrees to and has contributed or shall contribute to the capital of the Partnership the property or monies set forth opposite his or her name on Exhibit A attached hereto.  The General Partner, in the aggregate, must and hereby agrees to maintain a minimum capital Account balance equal to

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but not less than one percent (1%) of the total positive Capital Account balances of all Partners of the Partnership.  Whenever a Limited Partner makes an additional Capital Contribution, the General Partner, in the aggregate, shall immediately contribute capital to the Partnership equal to one and one-hundredths percent (1.01 %) of the Limited Partner’s additional capital Contribution of the least amount (including zero) that causes the General Partner’s Capital Account to equal one percent of the total positive Capital Account balances of all Partners of the Partnership.

3.2Limited Partners’ Capital Contribution.  The Limited Partners hereby agree to contribute and have contributed or shall contribute to the capital of the Partnership the property or monies set forth opposite their names on Exhibit A attached hereto.

3.3Actions to be Taken in Connection with the Partnership Property.  Promptly after the execution of this Agreement, the General Partner shall do all acts and things necessary for the Partnership to fulfill its obligations with respect to the Partnership Property and the assumption of the liabilities associated therewith.

3.4Return of Contributions.  Except as may expressly be provided herein, no Partner shall be entitled to the return of any Capital Contribution or any other contribution to the Partnership in respect to either a Capital Account or any Capital Contribution made to the Partnership.  No unrepaid Capital Contribution shall be deemed or considered to be a liability of the Partnership or of any Partner.  Except as expressly provided herein, no Partner shall be required to contribute or loan any cash or property to the Partnership to enable the Partnership to return any Partner’s contributions to the Partnership or to balance Capital Accounts.  Notwithstanding the above, the Partnership shall be entitled to pay salaries or any other form of compensation necessary or desirable to any Partner.

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3.5Additional Contributions.  Additional Capital Contributions may be made by any Partner at any time or from time to time.  No additional Capital Contribution shall be required by any Partner unless agreed to by all Partners and reflected in a written amendment to this Agreement.  To the extent any additional Capital Contributions are not made in proportion to the Partners then existing Sharing Ratios, such Sharing Ratios shall be adjusted in accordance with the provisions of Section 4.6 Adjustment to Sharing Ratios.

ARTICLE IV
ALLOCATIONS

4.1Profits and Losses.  After giving effect to the special allocations set forth in Sections 4.2 and 4.3 hereof and subject to the limitations of Sections 4.1(a) and 4.1(b), Profits or Losses for any fiscal year shall be allocated among the Partners in proportion to their Sharing Ratios.

(a)Allocation of Losses.  Notwithstanding anything to the contrary in the foregoing, the Losses allocated pursuant to this Section 4.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Limited Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year.  All Losses in excess of the limitations set forth in this Section 4.1(a) shall be allocated to the General Partner.

(b)Allocation of Profits.  In the event Losses have been allocated to the General Partner pursuant to Section 4.1(a) hereof, one hundred percent (100%) of the Profits shall be allocated to the General Partner until the cumulative Profits allocated pursuant to this Section 4.1(b) for the current and all prior fiscal years are equal to the cumulative Losses allocated pursuant to Section 4.1(a) hereof for all prior fiscal years.

4.2Special Allocations.  The following special allocations shall be made in the following order:

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(a)Qualified Income Offset.  In the event any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.1(a) Allocation of Losses shall be made only if and to the extent that such Limited Partner has an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(a) were not in this Agreement.

(b)Gross Income Allocation.  In the event any Limited Partner has an Adjusted Capital Account Deficit at the end of any Partnership fiscal year each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(b) shall be made only if and to the extent that such Limited Partner has an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(a) hereof and this Section 4.2(b) were not in this Agreement.

(c)Section 754 Adjustments.  To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners

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in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

4.3Curative Allocations.  The General Partner shall have reasonable discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 4.2(a)Qualified Income Offset and 4.2(b)Gross Income Allocation hereof in whatever order is likely to minimize the economic distortions that might otherwise result from such allocations, and (ii) divide all allocations pursuant to Sections 4.2(a) and 4.2(b) hereof among the Partners in a manner that is likely to minimize such economic distortions.

4.4Other Allocation Rules.

(a)Allocation Periods.  For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

(b)Sharing Ratios.  All allocations to the Partners pursuant to this Article IV shall, except as otherwise provided, be divided among them in proportion to their Sharing Ratios as shown on Exhibit “A” attached hereto and incorporated herein for all purposes.

(c)Pro Rata Allocations.  Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the year.

4.5Tax Allocations: Code Section 704(c).  In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the

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Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section 1.15(a) - Fair Market Value of this Agreement).

In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.15(b) - Adjust Gross Fair Market Value hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement.  Allocations pursuant to this Section 4.5 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

4.6Adjustment to Sharing Ratios.  The Sharing Ratios of the Partners shall be adjusted in the event: (1) a Partner makes an additional Capital Contribution as permitted by Section 3.5 - Additional Contributions; (2) there is any transfer or assignment of any part of a Partnership Interest by or among the Partners or to any Person who becomes an assignee or transferee of any part of a Partnership Interest; or (3) there is any other disproportionate adjustment to the Capital Account of a Partner.  Upon adjustment, a Partner’s Sharing Ratio shall then be determined by the percentage calculated from dividing the value of such Partner’s Capital Account by the value of all Partner’s Capital Accounts.  To simplify Partnership accounting, any adjustment to the Sharing Ratios of the Partners as a result of additional Capital

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Contributions shall be made semi-annually on June 30 or December 31 following such Capital Contribution.

ARTICLE V
DISTRIBUTIONS

5.1Net Cash Flow.  Except as otherwise provided in Article XII hereof, Net Cash Flow, if any, shall from time to time, but not less often than once annually, be distributed among the Partners in proportion to their Sharing Ratios.

5.2Amounts Withheld.  All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution, or allocation to the Partnership, the General Partner, or the Limited Partners shall be treated as amounts distributed to the Partners pursuant to this Article V for all purposes under this Agreement.  The General Partner is authorized to withhold from distributions, or with respect to allocations, to the Partners and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, or local law, and may allocate any such amounts among the Partners in any manner that is in accordance with applicable law.

ARTICLE VI
MANAGEMENT

6.1Authority of the General Partner.  The General Partner shall have the full, exclusive and absolute right, power and authority to manage the business, assets, properties, investments and affairs of the Partnership and, except to the extent otherwise provided herein in accordance with the provisions of this Agreement, shall have all of the rights and powers which may be possessed by general partners under the Limited Partnership Act, any other state or federal law and the provisions hereof.  The scope of such power and authority shall encompass all matters in any way connected with or incident to such business, including, without limitation, the right and power to:

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(a)sell, exchange, trade, surrender, release, abandon, purchase, lease, or otherwise, acquire or dispose of, any real or personal property on such terms and conditions as the General Partner may determine to be in the best interests of the Partnership, which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(b)operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(c)execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the purchase, sale, disposition, management, maintenance, and operation of the Partnership Property, and to apply for and execute any licenses or permits or any other documents related to or required for the business of the Partnership or necessary or desirable in connection with managing the affairs of the Partnership, including executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, pursuant to any power of attorney granted by the Limited Partners to the General Partner;

(d)borrow money and issue evidence of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgages, pledge, or other lien on any Partnership Property;

(e)execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgages, deed of trust, mortgages note, promissory note, bill of sale, contract, receipt, release, discharge, or other instrument purporting to convey clear title to or encumber any or all of the Partnership Property;

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(f)buy, sell, trade, short, create contracts, enter into, execute and deliver any type of hedge or speculation or otherwise trade in any marketable security, any derivative of a marketable security or any security that is a derivative of a good, a product, a service, a commodity, or otherwise, and to maintain such accounts, licenses, permits, brokerage agreements, and any other contracts or agreements necessary or desirable, directly or indirectly to permit the activities of this section.

(g)pay and prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Partnership Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership Property;

(h)care for and distribute funds to the Partners by way of cash, income, return of capital, or otherwise, or, to the extent funds of the Partnership are in the judgment of the General Partner, not immediately required for the conduct of the Partnership’s business, to temporarily invest the excess funds in those income producing accounts of the Partnership as the General Partner deems appropriate, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;

(i)contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers, accountants, and investment advisors, and specifically including the General Partner and any of its officers and directors, and to pay such salaries, consulting fees, success fees or other compensations as the General Partner may reasonably determine, and to delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;

(j)engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property and General Partner

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liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;

(k)make any and all elections for federal, state, and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of the Partnership Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with Transfers of Partnership interests and Partnership distributions; (ii) with the unanimous consent of the Limited Partners, to extend the statute of limitations for assessment of tax deficiencies against the Partners with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacities as General Partners or Limited Partners, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including, to the extent provided in Code Sections 6221 through 6231, agreements or other documents that bind the General Partner and Limited Partners with respect to such tax matters or otherwise affect the rights of the Partnership, General Partner, and Limited Partners.  The General Partner is specifically authorized to act as the “Tax Matters Partner” under the Code and in any similar capacity under state or local law and only the General Partner as the “Tax Matters Partner” shall have the authority to execute an extension of the statute of limitations for the Partnership or a power of attorney binding upon the Partnership;

(l)to expend the Partnership’s capital, assets and profits in furtherance of the business of the Partnership;

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(m)to pay any and all reasonable fees and to make any and all reasonable expenditures which the General Partner, in its sole discretion, deems necessary or appropriate in connection with the organization of the Partnership, the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement;

(n)with respect to any operation of the Partnership, to enter into any partnership agreement, limited partnership agreement, limited liability company, incorporation, shareholders’ agreement, syndication, sharing arrangement, joint venture or other related agreements for the acquisition, disposition, use or development of Partnership Property and any other similar agreements, with any person, or persons acceptable to the General Partner, and which are engaged in any business or transaction in which the Partnership is authorized hereby to engage;

(o)to guarantee the payment of money or the performance of any contract or obligation by any person, firm or corporation on behalf of the Partnership in furtherance of the business of the Partnership;

(p)take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership;

(q)institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; and

(r)to take such other actions and perform such other acts as the General Partner deems necessary or appropriate to carry out the business of the Partnership.

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6.2Restrictions on Authority of the General Partner.

(a)Non — Consent.  Without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and covenants and agrees that it shall not:

(i)knowingly do any act in contravention of this Agreement;

(ii)knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;

(iii)knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;

(iv)admit an additional Limited Partner, except as expressly provided herein;

(v)merge or consolidate the Partnership with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Partnership Property (whether now owned or hereafter acquired) to any Person;

(vi)terminate, liquidate or wind up Partnership, except upon occurrence of event which, under applicable law, terminates the Partnership in light of provisions of this Agreement;

(vii)confess a judgment against the Partnership; or

(viii)approve provisions of any loans that impose any personal liability on the Limited Partners.

6.3Right to Rely On the General Partner.  Any Person dealing with the Partnership may rely (without duty or further inquiry) upon a certificate signed by the General Partner as to:

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(a)Identification.  The identity of the General Partner or any Limited Partner;

(b)Reliance On Facts.  The existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership;

(c)Other Persons in Authority.  The Persons who are authorized to execute an deliver any instrument or document of the partnership; or

(d)Acts/Omissions.  Any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.

6.4Standard of Care; Conflicts.

(a)Standard of Care.  In the performance of its duties under this Agreement, the General Partner shall use its best efforts to conduct the business of the Partnership in a good and businesslike manner and in accordance with sound business practice in the industry.  The General Partner shall not be held liable or responsible to any Partner or to the Partnership for any losses sustained or liabilities incurred in connection with or attributable to errors in judgment of the General Partner, SPECIFICALLY INCLUDING SUCH PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, BUT, excluding those which are attributable to the General Partner’s gross negligence, bad faith, or willful misconduct.

(b)Conflicts.  Notwithstanding any of the terms of this Agreement, pursuant to the express terms of the Texas Revised Partnership Act, all of the Partners hereby agree that it shall not be a breach of this Agreement or a breach of any common law or statutory duty of loyalty or care for the General Partner and its Affiliates to engage in any other business or charitable activities in addition to the activities of the Partnership, and that the General Partner

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and its representatives shall not be required to devote its full time to the management of the Partnership and that the General Partner and its Affiliates and representatives may likewise conduct their own businesses and invest personal assets without regard to whether these other activities may constitute a “Partnership” opportunity and without regard to whether allocation thereof may constitute a conflict of interest.  The Partners also acknowledge that pursuant to the agreement of the preceding sentence, the General Partner and its affiliates and representatives may be a general partner of or otherwise mange other limited partnerships and other businesses conducting investments similar to this Partnership, each of which may have investment objectives similar to the Partnership, and the General Partner or its Affiliates may own or acquire or have interest in other projects which may create certain conflicts of interest between the Partnership and such other ownership, interests and projects, and agree that such activities by the General Partner and its Affiliates and representatives, even though in competition with the Partnership, shall not constitute a breach of this Agreement or any duty under common law or statutory formulation.

(c)Waiver of Self Dealing.  The General Partner shall have the authority to enter into any transaction on behalf of the Partnership despite the fact that another party to any such transaction may be (i) a Trust of which a Partner is a trustee or beneficiary; (ii) an estate of which a Partner is a personal representative or beneficiary; (iii) a business controlled by one or more Partners or a business of which any Partner is also a director, officer or employee; (iv) any affiliate or business associate of a Partner; or (v) any Partner, acting individually or any relative of a Partner, provided the terms of the transaction are no less favorable than those the Partnership could obtain from an unrelated third party.

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6.5Indemnification of the General Partner.

The General Partner shall be indemnified and held harmless by the Partnership, to the full extent permitted under the laws of the State of Texas, to the extent that the Partnership assets are sufficient therefor, from and against any and all claims, demands, liabilities, costs, damages, and cause of action arising out of the General Partner’s management of the Partnership affairs, except where the claim at issue is based upon gross negligence, bad faith, breach of any material provision of this Agreement, or willful misconduct of the General Partner.  The indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies, and recourse to which the General Partner shall be entitled.  The indemnification authorized by this Section 6.5 shall include the payment of reasonable attorney’s fees and other expenses incurred in settling or defending any claims, threatened action, or finally adjudicated legal proceedings.

6.6Sale of the Partnership Property; Term Sales: Buyer’s Promissory Notes.

(a)Power to Sell.  The General Partner may cause the Partnership to sell any Partnership Property at such times and at such prices as it deems to be in the best interest of the Partnership.

(b)Limitation.  The General Partner shall not sell any part of the Partnership Property to any Partner or an Affiliate of any Partner at a price less than one hundred percent (100%) of Appraised Value (determined not more than three (3) months prior to such sale).

(c)Term of Sale.  The General Partner, if it deems it to be in the best interest of the Partnership, may sell part of the Partnership Property for a consideration which in addition to cash, includes a buyer’s promissory note (“Buyer’s Promissory Note”) secured by a mortgage on the sold part of the Partnership Property.  For purposes of this Agreement, a Buyer’s

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Promissory Note shall be deemed to have a value equivalent to the original principal amount of such note.

(d)Sale of Negotiable Documents.  The General Partner may sell the Buyer’s Promissory Note as it deems advisable.  If the General Partner is unable to find a non-Affiliate as a buyer, then the General Partner or an Affiliate of the General Partner may agree to purchase the Buyer’s Promissory Note at the current fair market value as estimated not more than one (1) month after the purchase; provided, however, prior to purchasing such Buyer’s Promissory Note, the General Partner will offer to sell the Buyer’s Promissory Note to the Limited Partners who will be entitled to purchase such note for cash at a price not less than the price determined by the independent appraiser pursuant to this Section 6.6.

6.7Compensation and Loans.

(a)Compensation and Reimbursement.  Pursuant to the express provisions of Section 6.1 - Authority of General Partner, the General Partner shall be fully authorized to pay or receive reasonable salaries, fees, or draw for services rendered to or on behalf of the Partnership, and each and every Partner shall be fully reimbursed for any expenses incurred by such Partner on behalf of the Partnership.

(b)Expenses.  In connection with the conduct, operation and sale of the Partnership Property and the operation of the Partnership, the General Partner may charge the Partnership, and shall be reimbursed, for any direct expenses reasonably incurred in connection with the Partnership’s business; provided, however, that no such expense shall be incurred other than at a price which reflects a competitive market rate for such expense; and provided further, that no contract or arrangement entered into by the General Partner on behalf of the Partnership

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with the General Partner or an Affiliate shall be on terms less advantageous to the Partnership than that generally available from an unaffiliated third party.

(c)Loans.  Any Person may, with the consent of the General Partner, lend or advance money to the Partnership.  If any partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership.  The amount of any such loan or advance by a lending Partner shall be repayable out of the Partnership’s cash and shall bear interest at such rate as the General Partner and the lending Partner shall agree but not in excess of the maximum rate permitted by law.  If the General Partner, or an Affiliate of the General Partner, is the lending Partner, the rate of interest shall be determined by the General Partner taking into consideration, without limitation, prevailing interest rates and the interest rates the General Partner or an Affiliate of the General Partner is required to pay in the event the General Partner or Affiliate of the General Partner has itself borrowed funds to loan or advance to the Partnership, and the terms and conditions of such loan, including the rate of interest, shall be no less favorable to the Partnership than if the lender had been an independent third party.  None of the Partners shall be obligated to make any loan or advance to the Partnership.

6.8Operating Restrictions.

(a)Cash and Other Liquid Assets.  All Partnership Property in the form of cash not otherwise invested shall be deposited for the benefit to the Partnership in one or more accounts of the Partnership, maintained in such financial institutions as the general Partner shall determine or shall be invested in short-term liquid securities or other cash-equivalent assets or shall be left in escrow, and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partner may determine from time to time.

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(b)Requirement of Sale.  The signature of the General Partner shall be necessary and sufficient to convey title to any real or personal property, including any marketable securities or derivative instruments owned by the Partnership or to execute any promissory notes, trust deeds, mortgages, or other instruments of hypothecation, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the General Partner shall be sufficient to execute any “statement of partnership” or other documents necessary to effectuate this or any other provision of this Agreement.  To the extent necessary under the laws of any state or other requirements, the Partners do hereby appoint the General Partner as their attorney-in-fact for the execution of any or all of the documents described herein.

ARTICLE VII
LIMITED PARTNERS

7.1General.  The Limited Partners shall have all of the rights, and be afforded the status, of limited partners as set forth in the Limited Partnership Act.  No Limited Partners shall have any right or power to (1) take part in the management or control of the Partnership or its business or affairs, (2) transact any business for the Partnership, or (3) sign for or bind the Partnership in any way.  The Partners intend to confer on each Limited Partner the most complete limitation on liability permitted by law, and in connection therewith, and subject to the voting procedures and requirements set forth in this Agreement, hereby grant express authorization to the Limited Partners to maintain, to the fullest possible extent, their limited liability hereunder in connection with all activities permitted of Limited Partners under the Limited Partnership Act, particularly Section 303(b), as it may be amended or interpreted.

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7.2Limitation of Liability.  (1) The liability of the Limited Partners shall be limited to the amount which they have contributed and agreed to contribute to the Partnership pursuant to Article III.  Contributions, and (2) the total amount of all Capital Contributions returned to such Limited Partner together with interest thereon necessary to discharge Partnership liabilities to all creditors who extend credit or whose claims arose before such return.

7.3Covenant Not to Withdraw or Dissolve.  Notwithstanding any provision of the Limited Partnership Act, each Limited Partner hereby covenants and agrees that the Partners have entered into this Agreement based on their mutual expectation that all Partners will continue as Partners and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, no Partner shall withdraw or retire from the Partnership, be entitled to demand or receive a return of such Partner’s contributions or profits (or a bond or other security for the return of such contributions or profits), or exercise any under the Limited Partnership Act to dissolve the Partnership without the unanimous consent of the Partners.  Upon death, dissolution, bankruptcy or any other voluntary or involuntary transfer of an Interest in the Partnership held by a Limited Partner, the rights of such Limited Partner to share in the profits and losses of the Partnership shall inure to the benefit of the successor, but the successor does not have the right to become a substitute Limited Partner, except in accordance with the provisions hereof.

7.4Consent and Ratification.  To the extent that any action that the General Partner is entitled to take pursuant to this Agreement requires, pursuant to the Limited Partnership Act, the consent to or ratification of the Limited Partners (including consent to or ratification of a reconstitution provided for in article XII), each Limited Partner hereby acknowledges that its

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execution of this Agreement shall conclusively be deemed to be the granting of such consent and ratification.

ARTICLE VIII
ADMINISTRATION AND TAX MATTERS

8.1Books and Records.  The books and records of the Partnership shall be kept, at the expense of the Partnership, by the General Partner at the principal place of business of the partnership on a year ending December 31st and the cash basis for all purposes, and shall reflect all Partnership transactions and be appropriate and adequate for conducting the Partnership business.  On or before the due date of the Partnership’s federal tax return (including extensions thereof) from each calendar year, there shall be delivered to each Partner a statement setting forth the Partners’ distributive share of Partnership income, gain, loss, deduction, or credit required to be shown on the Partnership’s federal tax return and, to the extent provided for by form or accompanying instructions, any additional information that may be required to apply particular provisions of Subtitle A of the Code to the Partners with respect to items related to the Partnership.

8.2Inspection.  Each Partner, or designated agents, shall have the right, upon giving ten (10) business days prior written notice to the General Partner, to inspect the books and records of the Partnership during reasonable business hours at the principal place of business of the Partnership.

8.3Bank Accounts.  All funds of the Partnership shall be deposited in its name in an account or accounts maintained at banks or financial institutions.  The funds of the Partnership shall not be commingled with the funds of any other Person without the approval or consent of the Limited Partners.  Checks shall be drawn upon the Partnership account or accounts only for

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the purposes of the Partnership, and shall be signed by such signatory party or parties as may be designated from time to time by the General Partner.

8.4Subchapter K Election.  No election shall be made by the Partnership or by any Partner to be excluded from the application of the provisions of Subchapter K of Chapter 1 of Title 1A of the Code or any similar provisions of applicable state tax laws.

8.5Status of Creditor.  No creditor who makes a nonrecourse loan to the Partnership shall have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor.

ARTICLE IX
AMENDMENTS

9.1Amendments.

(a)Proposed Amendments.  Amendments to this Agreement may be proposed by the General Partner or by any Limited Partner.  Following such proposal, the General Partner shall submit to the Limited Partners a verbatim statement of any proposed amendment, provided that counsel for the Partnership shall have approved of the same in writing as to legal issues or provision hereof, and the General Partner shall include in any such submission a recommendation as to whether the proposed amendment should or should not be adopted.  The General Partner shall seek the written consent (which consent does not have to be unanimous) on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate.  Meetings and written consents of Partners shall be conducted according to and governed by the Texas Business Corporation Act as if all Partners were shareholders.  For purposes of obtaining a written vote, the General Partner may require response within a reasonable specified time, but not less than fifteen (15) business days, and failure to respond in such time period shall constitute a vote which is consistent with the General

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Partner’s recommendation with respect to the proposal.  A proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative vote of a majority in interest of the Partners, unless the amendment concerns provisions of this Agreement which require more than a majority of the Parties, in which event the provision may be amended by the percentage of partners required for action in that provision.

(b)Amendment Limitations.  Notwithstanding Section 9.1(a) hereof, this Agreement shall not be amended without the consent of each person adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner’s interest, (ii) modify or adversely affect the limited liability of a Limited Partner or otherwise increase the personal liability of the Limited Partner, or (iii) require additional capital contributions by the Partners.

9.2Meetings of the Partners.

(a)Meetings.  Meetings of the Partners may be called by the General Partner and shall be called upon the written request of any Limited Partner.  Notice of any such meeting shall be given to all Partners not less than ten (10) business days nor more than sixty (60) business days prior to the date of such meeting and shall state the nature and purpose of any business to be transacted thereof.  Partners may vote in person or by proxy at such meeting.  The vote of a majority in interest of the Partners shall control any such action unless affecting a provision herein which requires a percentage in excess of 51% of the Partners to act, in which case the highest percentage shall govern the required percentage for amendment.

(b)Voting Eligibility.  For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partner requesting such meeting may fix, in advance, a date as the record

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date for any such determination.  Such date shall be in accordance with the procedures in the Texas Business Corporation Act for meetings of shareholders.

(c)Proxy Permitted.  Each Limited Partner may authorize any Person or Persons to act for it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.  Every proxy must be signed by the Limited Partner or its attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months form the date thereof unless otherwise provided in the Proxy.  Every proxy shall be revocable at the pleasure of the Limited Partner executing it.

(d)Presiding Entity.  Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to Robert Rules of Order.

ARTICLE X
RESTRICTIONS UPON OWNERSHIP AND TRANSFER OF OWNERSHIP

THE OWNERSHIP AND TRANSFERABILITY OF INTEREST IN THE PARTNERSHIP ARE SUBSTANTIALLY RESTRICTED. NEITHER RECORD TITLE NOR BENEFICIAL OWNERSHIP OF A PERCENTAGE INTEREST OF ANY PARTNER MAY BE TRANSFERRED OR ENCUMBERED EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.

10.1Generally.  This Partnership is formed by those who know and trust one another, who will have surrendered certain management rights (in exchange for limited liability in the case of a Limited Partner) or who will have assumed sole management responsibility and risk (in the case of a General Partner) based upon their relationship and trust.  Capital is also material to the business and investment objectives of the Partnership and its federal tax status.  An unauthorized transfer of a Partner’s interest could cause a substantial hardship to the Partnership, jeopardize its capital base, and adversely affect its tax structure.  These restrictions upon ownership and transfer are not intended as penalty, but as a method to protect and preserve

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existing relationships based upon trust and the Partnership’s capital and its financial ability to continue.  Except as expressly provided herein, neither record title nor beneficial ownership of a Partnership Interest held by a Partner as a General Partner may be transferred without the prior written consent of all Partners.  Except as provided in Section 10.2, neither record title nor beneficial ownership of a Partnership Interest held by a Partner as a Limited Partner may be transferred without the unanimous consent of the Partners.

10.2Disclosures, Limitations and Exceptions.  The ownership and transfer or assignment of a Partnership Interest is further subject to the following disclosures, limitations and exception:

(a)Federal Law Disclosure and Limitations.  The Partnership Interests have not been, nor will they be, registered under federal or state securities laws.  Such Partnership Interests may not be offered for sale, sold, pledged, or otherwise transferred unless so registered, or unless an exemption form registration exists.  The availability of any exemption from registration must be established by a written opinion of counsel for the owner thereof, which opinion of counsel must be reasonably satisfactory to the General Partner.

(b)Death of a Partner.  If a General Partner then serving is a person in an individual capacity (as opposed to a trustee, or an entity, such as a corporation, partnership, or limited liability company), the Partnership Interest held by that individual as General Partner will, as a result of his or her death, be re-classified as a Limited Partner Partnership Interest.  If a Limited Partner is a person in an individual capacity (as opposed to a trustee, or an entity, such as a corporation, partnership, or limited liability company) or if an individual (i) is the beneficiary of a trust, the trustee of which is a Limited Partner and such individual has the special or general power to appoint the beneficiaries thereof upon his or her death or (ii) was a

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General Partner whose Partnership Interest was converted to that of a Limited Partner pursuant to the preceding sentence of this Section 10.2(b), the Partnership Interest held by that individual as a Limited Partner may pass to any one or more of the following, without the required unanimous consent of the Partners:

(i)Any descendent of the individual, including descendents by adoption;

(ii)Any parent of the individual;

(iii)Any brother or sister of the individual;

(iv)Any descendent of a brother or sister of the individual, including descendants by adoption;

(v)Any spouse of any individual described in subparagraphs (i) through (iv), other than a spouse who is legally separated from the individual under a decree of separate maintenance or with respect to whom there is an action for divorce pending; or

(vi)Any trust created for the use and benefit of any individual described in subparagraphs (i) through (v).

The Partnership Interest may pass to any individual described in subparagraphs (i) through (v) and/or to any trust created for any such individual Limited Partner, duly admitted to probate; under the terms of any trust described in subparagraph (vi); under a power of appointment pursuant to a trust in which the individual has the special or general power to appoint among the beneficiaries of the trust; or, in the case of any individual described in subparagraphs (i) through (v), under the laws of descent and distribution, if the individual Limited Partner dies intestate.

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(c)Estate Planning Transfers.  If a Limited Partner is a person in an individual capacity (as opposed to a trustee, or an entity, such as a corporation, partnership, or limited liability company) or if an individual has a beneficial interest in a trust the trustee of which is a Limited Partner and such individual has the special or general power to make a disposition of all or any part of his or her interest in the trust during his or her lifetime, he or she will have the right to make transfers of a Limited Partner Partnership Interest, for value, without value, or for less than full consideration to any one or more of the following, without the required unanimous consent of the Partners:

(i)Any descendant of the individual, including descendants by adoption;

(ii)Any parent of the individual;

(iii)Any brother or sister of the individual;

(iv)Any descendant of a brother or sister of the individual, including a descendant by adoption;

(v)Any spouse of any individual described in subparagraphs (i) through (iv), other than a spouse who is legally separated form the individual under a decree of separate maintenance or with respect to whom there is an action for divorce pending; or

(vi)Any trust created for the use and benefit of any individual described in subparagraphs (i) through (v).

(d)Nonrecognition of an Unauthorized Transfer.  The Partnership will not be required to recognize the interest of any assignee or transferee who has obtained a purported Partnership Interest as the result of a transfer or assignment which is not authorized hereunder. 

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If the ownership of a Partnership Interest is in doubt, or if there is reasonable doubt as to who is entitled to a distribution of the Net Cash Flow or liquidating proceeds attributable to a Partnership Interest, the General Partner may accumulate such Net Cash Flow or liquidation proceeds until this issue is finally determined and resolved.

In the case of a Transfer or attempted Transfer of Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental to liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

(e)Disposition upon Divorce of a Limited Partner.  If as the result of a Limited Partner’s divorce, the other spouse (the “non-partner spouse”) is determined to have any interest in such Limited Partner’s Partnership Interest held in the name of such Limited Partner (the “partner spouse”), then the interest of the non-partner spouse shall be deemed an unauthorized transfer as provided in Section 10.2(d) and as such shall be subject to the provisions of Section 10.2(d); provided, however, that the partner spouse shall have the option to acquire the interest before the Partnership by giving written notice to the non-partner spouse of such partner spouse’s intent to purchase within ninety (90) days from the date of tendering by the non-partner spouse of a written demand for such interest; provided further that, if the partner spouse fails to exercise such option, then thereafter the Partnership’s option shall arise.

(f)Acquisition of an Interest Conveyed to Another Without Authority.  If any person should acquire the Partnership Interest of a Partner, or become an assignee thereof, as the result of an order of a court of competent jurisdiction which the Partnership is required by

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law to recognize, or if a Partner’s interest in the Partnership is subjected to a lawful “charging order” by a court of competent jurisdiction, or if a Partner makes an unauthorized transfer or assignment of a Partnership Interest, which the Partnership is required by law (and by order of a court of competent jurisdiction) to recognize, the Partnership will have the unilateral option to acquire the interest of the transferee or assignee, or any fraction or part thereof, upon the following terms and conditions:

(i)The Partnership will have the option to acquire the interest by giving written notice to the transferee or assignee of its intent to purchase within ninety (90) days from the date that the Partnership is provided notice of the transfer or assignment.

(ii)The valuation date for the determination of the purchase price of such interest will be the first day of the month following the month in which notice is delivered.

(iii)Unless the Partnership and the transferee or assignee agree otherwise, the purchase price for such interest, or any fraction or part thereof to be acquired by the Partnership, shall be an amount of cash equal to its fair market value as determined by the written appraisal of a person or firm qualified to value partnerships.  The appraiser shall be selected by the General Partner but must be a member of the American Society of Appraisers, or its successor, and qualified to perform business appraisals of partnerships and ownership interest therein.

(iv)Closing of the sale will occur at the principal office of the Partnership at 10 o’clock a.m. on the first Tuesday of the month following the month in which the valuation report is rendered.

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(v)In order to reduce the burden upon the resources of the Partnership, the Partnership will have the option, to be exercised in writing delivered at closing, to pay its purchase obligation in fifteen (15) annual installments (or the remaining term of the Partnership if less than fifteen (15) years) with interest thereon at the Applicable Federal Rate (as defined in the Code) in effect from time to time funding the period over which interest is accrued.  The first installment of principal, with interest due thereon, will be due and payable on the first business day of the calendar year following closing, and subsequent annual installments, with interest due thereon, will be due and payable, in order, on the first business day of each calendar year which follows until the entire amount of the obligation, principal and interest, is fully paid.  The Partnership will have the right to prepay all or any part of the purchase obligation at any time without premium or penalty.

(vi)With the unanimous consent of the Partners other than the Partner whose interest is to be acquired, the General Partner may assign the Partnership’s purchase option to one or more of the remaining Partners, in which event any rights or obligations imposed upon the partnership will instead become, by substitution, the rights and obligations of the Partner or Partners who are assignees.

(vii)Neither the transferee nor assignee of an unauthorized transfer or assignment (or the Partner causing the transfer or assignment) will have the right to vote on Partnership matters during the prescribed option period or, if the option to purchase is timely exercised, until the sale is actually closed.

(g)Admission of Substituted Limited Partners.  Notwithstanding anything in this Article X to the contrary, any successor to the Partnership Interest of a Limited Partner

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permitted under the terms of this Agreement shall be admitted to the Partnership as a substituted Limited Partner only upon the (a) furnishing to the General Partner of (i) an acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and (ii) such other documents and instructions as may be required to effect the admission of such successor as a Limited Partner; and (b) obtaining of the consent of the General Partner, in any case where a successor qualifies as such under subsection (b) or (c) of Section 10.2.  Such consent may be withheld or granted in the sole discretion of the General Partner.  The transferee shall be admitted to the Partnership as a substituted Limited Partner as of the effective date of the transfer.

10.3Partnership Interest Pledge or Encumbrance.  No Partner may grant a security interest in or otherwise pledge, hypothecate or encumber his interest in this Partnership or such Partner’s distributions hereunder without the prior written consent of all Partners.  It is understood that the Partners are under no obligation to give such consent nor are they subject to liability for withholding such consent.

10.4Distributions and Applications in Respect to Transferred Interest.  If any Partnership Interest is sold, assigned, or transferred during any accounting period in compliance with the provisions of this Article X, Profits, Losses, each item thereof, and all other items attributable to the transferred interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the General Partner.  All distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee.  Solely for purposes of making such allocations and distributions, the Partnership shall recognize such transfer not later

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than the end of the calendar month during which it is given notice of such transfer, provided that if the Partnership does not receive a notice stating the date such Interest was transferred and such other information as the General Partner may reasonably require within thirty (30) days after the end of the accounting period during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Partnership, on the last day of the accounting period during which the transfer occurs, was the owner of the Interest.  Neither the Partnership nor the General Partner shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.4, whether or not the General Partner or the Partnership has knowledge of any transfer of ownership of any Interest.

ARTICLE XI
GENERAL PARTNERS

11.1Additional General Partners.  Except as provided in Articles X, XI and Section 12.1 hereof, no Person shall be admitted to the Partnership as a General Partner without the unanimous written consent of the Partners.

11.2Covenant Not to Withdraw, Transfer, or Dissolve.  Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (i) take any action to file a certificate of dissolution or its equivalent with respect to itself, (ii) take any action that would cause a Bankruptcy of the General Partner, (iii) withdraw or attempt to withdraw from the Partnership, (iv) exercise any power under the Limited Partnership Act to dissolve the Partnership, (v) transfer all or any portion of its interest in the Partnership as a General Partner hereunder until the Partnership is dissolved and liquidated pursuant to Article XII hereof.  If the Limited Partners agree by majority vote, they may provide that the Partnership Interest of the General Partner be transferred to a successor designate by the Limited Partners pursuant to the

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Partnership Interest of the General Partner be transferred to a successor designated by the Limited Partners pursuant to the terms and conditions of Section 11.3, below.

11.3Permitted Transfers.

(a)General Partner.  The General Partner may transfer all, but not less than, all of its General Partner’s Interest in the Partnership (i) at any time without any consent required from the Limited Partners, to any Person that is such General Partner’s Wholly Owned Affiliate, or (ii) to any Person who is approved by a majority of the Limited Partners; provided that no such Transfer shall be permitted unless and until (x) all of the conditions set forth in Section 10.2 hereof are satisfied, and (y) the transferor and transferee provide the Partnership with an opinion of counsel, which opinion and counsel shall be acceptable to the other Partners, to the effect that such Transfer will not cause the Partnership to become taxable as a corporation for federal income tax purposes, or to fail to meet any condition precedent then in effect pursuant to an official pronouncement of the Internal Revenue Service to the issuance of private letter ruling by the Internal Revenue Service confirming that the Partnership will be treated as a Partnership for federal tax purposes, whether or not such a ruling is being or has been requested.

(b)Admission of General Partner’s Transferee.  A transferee of a General Partner’s Interest hereunder shall be admitted as a General Partner with respect to such General Partner’s Interest if, but only if, (i) the majority of the other Partners consent to such admission, and (ii) if such transferee is a corporation, the transferee satisfies the requirements of the Internal Revenue Code regarding qualifications of a corporate general partner.  In the event that the transferee of a General Partner’s Interest is admitted hereunder, such transferee shall be deemed admitted to the Partnership as a General Partner immediately prior to the Transfer, and such transferee shall continue the business of the Partnership without dissolution.

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(c)Non Admission of Transferee.  A transferee who acquires a General Partner’s Interest hereunder by means of a Transfer that is permitted under this Section 11.3, but who is not admitted as a General Partner, shall have no authority to act for or bind the Partnership, to inspect the Partnership’s books, or otherwise to be treated as a General Partner.  Such transferee shall be treated as a Person who acquired an Interest in the Partnership in a Permitted Transfer under Article X of this Agreement.  Following such a Transfer, the transferor shall not cease to be a General Partner of the Partnership and shall continue to be a General Partner.  Whether or not admitted as a General Partner, no transferee shall have any liability for the acts of the Predecessor General Partner.

11.4Prohibited Transfers.  Any purported Transfer of any General Partner’s Interest that is not permitted pursuant to the terms hereof above shall be null and void and of no effect whatsoever; provided that if the Partnership is required to recognize a Transfer that is not so permitted (or if the Partnership, in its sole discretion, elects to recognize a Transfer that is not so permitted), the General Partner’s Interest transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the transferred interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such General Partner’s Interest may have to the Partnership.

In the case of a Transfer or attempted Transfer of a General Partner’s Interest that is not permitted hereby, (a) such transfer or withdrawal shall be a breach of this Agreement and the Partnership may recover damages from such Partner, including the reasonable cost of obtaining replacement services such Partner was obligated to perform.  The Partnership may, in addition to

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pursuing any remedies otherwise available under applicable law, recover from such Partner by offsetting any damages against any amount otherwise attributable to such Partner, reducing the Limited Partner interest into which such withdrawing General Partner’s interest may be converted or both.  The parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners form all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

11.5Termination of Status as General Partner.

(a)Cessation of General Partner -  A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner, (ii) the Transfer of such Partner’s General Partner’s Interest, provided that the transferee of such General Partner’s Interest is admitted as a substituted General Partner pursuant to Section 11.3(b) - Admission of General Partner’s Transfer of this Agreement, (iii) the involuntary Transfer by operation of law of such Partner’s General Partner’s Interest, (iv) the vote of a majority in interest of the Limited Partners to remove such General Partner after such General Partner has attempted to make a Transfer of its General Partner’s Interest that is not permitted by Section 11.3 Permitted Transfers, committed a material breach of this Agreement, committed any other act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Texas, or, in the case of a corporate General Partner, there is a Change in Control of the General Partner.  In the event a Person ceases to be a General Partner without having Transferred its entire General Partner’s Interest, such Person shall be treated as a unadmitted transferee of a Partnership interest as a result of an unpermitted Transfer of an interest pursuant

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to Section 10.2 Disclosures, Limitations and Exceptions.  If a General Partner withdraws in violation of this Agreement, the Partnership Interest held by such Partner as a General Partner shall automatically be converted to that of a Limited Partner effective immediately after the successor of a new General Partner.  The resulting Limited Partner Interest of the withdrawn General Partner may be reduced pro rata with all other Partners to provide compensation or an interest in the Partnership.  The withdrawn General Partner shall, thereafter, have no voting rights in the Partnership.  The Partnership shall have the unilateral option to acquire the entire interest of the withdrawn General Partner under the same terms and conditions specified in Section 10.2(f) - Acquisition of an Interest Conveyed to Another Without Authority, as if the withdrawn General Partner were a transferee of an interest conveyed without authority.

If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were know or unknown, actual or contingent.  A Person shall not be liable as General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner.  Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities.

(b)Effect on Dissolution - It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General

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Partner; provided, however, that if it is determined by a court of competent jurisdiction that the partnership has dissolved, the provisions of Section 12.1 Liquidating Events shall govern.

(c)No Effect In Limited Interests -  If at the time a Person ceases to be a General Partner such Person is also a Limited Partner with respect to an Interest other than its General Partner’s Interest, such cessation shall not affect such Person’s rights and obligations with respect to such Interest.

ARTICLE XII
DISSOLUTION AND WINDING UP

12.1Liquidating Events.  The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):

(a)Withdrawal - An event of withdrawal of a General Partner described in Section 4.02 of the Limited Partnership Act, except that any event described in Subsection (4), (5), (7), (8) and (9) of Section 4.02 of the Limited Partnership Act shall not be an event of withdrawal.

(b)Expiration Term - The expiration of the term provided in Section 2.6 Term;

(c)Unanimous Vote - The unanimous vote of the Partners to dissolve, wind up, and liquidate the Partnership;

(d)Other Events - The happening of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership; or

The Partners hereby agree that, notwithstanding any provision of the Limited Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event.  Upon the occurrence of any event set forth in this Section 12.1(d), the partnership shall not be dissolved or required to be wound up if at the time of such event there is at least one (1) remaining General

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Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or within ninety (90) days after such event all of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more additional General Partners.  If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of an event specified in this Section 12.1(d) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional ninety (90) days, all of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a General Partner a Person elected by unanimous vote.  Unless such an election is made within one hundred eighty (180) days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 - Winding Up.  If such election is made within one hundred eighty (180) days after the event causing dissolution, then:

(i)the reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;

(ii)if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated thenceforth as an unadmitted transferee of a General Partner’s Interest as a result of an unpermitted Transfer of an Interest pursuant to Section 11.4 Prohibited Transfers; and

(iii)all necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new Partnership Agreement and Certificate of Limited

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Partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Article XIII Power of Attorney, provided that the right of all of the Partners to select a successor General Partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partners and neither the Partnership nor the reconstituted Partnership would cease to be treated as a Partnership for federal income tax purposes upon the exercise of such right to continue.

12.2Winding Up.  Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners and no Partners shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs, provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Partners until such time as the Partnership Property has been distributed pursuant to this Section 12.2 and the Partnership has terminated.  The General Partners (or, in the event there is no remaining General Partners, any Person elected by a majority in interest of the Limited Partners) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and Property and the Partnership Property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

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(a)First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the General Partner,

(b)Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner;

(c)Third, to the payment and discharges of all of the Partnership’s debts and liabilities to the Limited Partners; and

(d)The balance, if any, to the Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

No General Partner shall receive any additional compensation for any services performed pursuant to this Article XII.

12.3Compliance With Timing Requirements of Regulations.  In the event the Partnership is “liquidated” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, (1) distributions shall be made pursuant to this Article XII to the Partners who have positive Capital Accounts in compliance with Section 1 ..704-1 (b)(2)(ii)(b)(2) of the regulations, and (2) if the General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations.  If any Limited partner has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such Adjusted Capital Account Deficit, and such Adjusted Capital Account Deficit shall not be

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considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.  In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made of the Partners pursuant to this Article XII may be:

(a)distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership.  The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or

(b)withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

12.4Deemed Distribution and Recontribution.  Notwithstanding any other provision of this Article XII, in the event the Partnership is liquidated within the meaning of Section 1.704I (b)(2)(ii)(g) of the Regulations but no Liquidating Event has occurred, the Partnership Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership affairs shall not be wound up.  Instead, solely for federal income tax purposes, the Partnership shall be deemed to have distributed the Partnership Property in kind to the Partners, who shall be deemed to have assumed and taken subject to all Partnership liabilities, all in accordance with their respective Capital Accounts.  Immediately thereafter, the Partners shall be

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deemed to have recontributed the Partnership Property in kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities.

12.5Rights of Partners.  Except as otherwise provided in this Agreement, (1) each Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership, and (2) no Partners shall have priority over any other Partners as to the return of its Capital Contributions, distributions, or allocations.

12.6Notice of Dissolution.  In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 12.1 Liquidating Events, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner).

ARTICLE XIII
POWER OF ATTORNEY

13.1General Partner as Attorney-In-Fact.  Each Limited Partner hereby makes, constitutes, and appoints each General Partner and each successor General Partner, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (1) all Certificates of Limited Partnership, amended name or similar Certificates, and other Certificates and instruments (including counterparts of this Agreement) which the General Partner may deem necessary or appropriate to be filed by the Partnership under the laws of the State of Texas or any other state or jurisdiction in which the Partnership is doing or intends to do

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business; (2) any and all amendments or changes to this Agreement and the instruments described in (1), as now or hereafter amended, which the General Partners may deem necessary or appropriate to effect a change or modification of the Partnership in accordance with the terms of this Agreement, including, without limitation, amendments or changes to reflect (x) the exercise by any General Partner of any power granted to it under this Agreement, (y) the admission of any substituted Partners, and (z) the deposition by any Partner of its interest in the Partnership; (3) all certificates of cancellation and other instruments which the General Partner deems necessary or appropriate to effect the dissolution and termination of the Partnership; (4) all Certificates of cancellation and other instruments which the General Partner deems necessary or appropriate to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement; and (5) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary or appropriate by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms.  Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

13.2Nature as Special Power.  The power of attorney granted pursuant to this Article XIII:

(a)is a special power of attorney coupled with an interest and is irrevocable;

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(b)may be exercised by any such attorney-in-fact by listing the Limited Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact for all such Limited Partners; and

(c)shall survive the Bankruptcy, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its Interest in the Partnership, except that where the assignment is of such Limited Partner’s entire interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

ARTICLE XIV
MISCELLANEOUS

14.1Notices.  Any and all notices, requests, consents or other communications permitted or required to be given under the terms of this Agreement shall be in writing and shall be deemed received (1) if given by telecopier when transmitted as the appropriate telephonic confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission, (2) if given by certified mail, return receipt requested, postage prepaid, three business days after being deposited in the United States mails, (3) if given by telex, upon receipt by the party transmitting the telex (receipt of confirmation in writing not being necessary to the effectiveness of any telex), and (4) if given by Federal Express service or other means, when received or personally delivered.  The mailing address and facsimile number of each of the parties is as follows or at such other addresses as may he provided to the other parties by notice given in accordance with the foregoing:

(a)If to the Partnership, to the address set forth in Section 2.5 hereof; and

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(b)If to a Partner, to the address set forth opposite such Partner’s name on Exhibit A hereto.

Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally, or otherwise as of the date on which the same was deposited in a regularly maintained receptacle of the deposit of United States mail addressed and sent as aforesaid.  Any Person may from time to time specify a different address or facsimile number by notice given in the manner provided in this Section 14.1.

14.2Binding Effect.  Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors, transferors, and assigns.

14.3Construction.  Every covenant, term, and provision of this Agreement shall be construed according to its fair meaning and not strictly for or against any Partners. The terms of this Agreement are intended to embody the economic relationship among the Partners and shall not be subject to modification by or conform with any actions by the Internal Revenue Service, except as this Agreement may be explicitly so amended and except as may relate specifically to the filing of tax returns.

14.4Headings.  Section and other headings contained in this Agreement are for reference purposes only and are not intended to scribe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

14.5Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions

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hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.  Furthermore, in lieu of such illegal, invalid, or unenforceable provisions there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid, and enforceable and that shall not be more restrictive than the one severed herefrom.

14.6Further Action.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

14.7Variation of Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

14.8Governing Law.  The laws of the State of Texas shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners.

14.9Waiver of Action for Partition; No Bill for Partnership Accounting.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership Property.  To the fullest extent permitted by law, each of the Partners covenants that it will not (except with the consent of the General Partners) file a bill for Partnership accounting.

14.10Counterpart Execution.  This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document.  All counterparts shall be construed together and shall constitute one agreement.

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14.11Sole and Absolute Discretion.  Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of the General Partner.

14.12Specific Performance.  Each Partner agrees with the other Partners that the other Partners will be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages will not provide an adequate remedy in such event.  Accordingly, it is agreed that in addition to any other remedy to which the nonbreaching Partners may be entitled, at law or in equity, the nonbreaching Partners shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof.

14.13Offset.  In the event that any sum is payable to any Partner pursuant to this Agreement, any amounts owed by such Partner to the Partnership shall be deducted form said sum before payment to such Partner.

14.14Independent Conduct.  Each of the Partners and respective Affiliates reserve and retain the right to engage in all businesses and activities of any kind whatsoever (irrespective of whether same may be in competition with the business and activities of the Partnership) and to acquire and own all assets however acquired and wherever situated, and to receive compensation or profit therefrom, for its own respective account and without in any manner being obligated to disclose such business and activities or assets or compensation or profit to the other Partners or to the Partnership.

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EXECUTED to be effective as of the first date above written.

GENERAL PARTNER:
DDOPP HOLDING LLC
By:	/s/ Thomas E. Hartman
	Thomas E. Hartman, Assistant Secretary
LIMITED PARTNER:
HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ Thomas E. Hartman
	Thomas E. Hartman,
	Vice President and General Counsel

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EXHIBIT “A”

TO THE AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF
DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD.

PARTNER	STATUS	INITIAL CAPITAL CONTRIBUTION		PARTNERSHIP UNITS	SHARING RATIO
DDOPP HOLDING LLC10910 Domain Drive, Suite 300Austin, Texas 78758	GENERAL PARTNER	$	12,027	100	1	%
HANGER PROSTHETICS & ORTHOTICS, INC.10910 Domain Drive, Suite 300Austin, Texas 78758	LIMITED PARTNER	$	1,190,671	9,900	99	%
TOTALS		$	1,202,698	10,000	100	%

EXHIBIT “B”

Certificate No. CERTIFICATE OF No. of Units

LIMITED PARTNERSHIP INTERESTOFDIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICSPARTNERSHIP, LTD.

This Certificates that                                                                                has been admitted as a Limited Partner of DIBELLO’S DYNAMIC ORTHOTICS AND PROSTHETICS PARTNERSHIP, LTD., and has been issued                                                 Partnership Units which represent its interest as a Limited Partner in the Partnership.

IN WITNESS WHEREOF, the said Partnership has caused this Certificate to be signed by its duly authorized General Partner this            day of                       , 20    .

GENERAL PARTNER:

DDOPP HOLDING LLC

THOMAS E. HARTMAN, Assistant Secretary

EX-3.21

Exhibit 3.21

ARTICLES OF ORGANIZATION

OF

DOSTEON SOLUTIONS, LLC

The undersigned, with the intention of creating a Maryland Limited Liability Company files the following Articles of Organization:

FIRST:                    The name of the Limited Liability Company (hereinafter, the “Company”) is: Dosteon Solutions, LLC.

SECOND:               The purpose for which the Company is filed is as follows: the business of orthotics and prosthetics and providing a range of services (including rehabilitation services) to patients as an alternative to surgery or following surgery and any and all lawful business for which limited liability companies may be organized under the laws of the State of Maryland.

THIRD:                  The address of the principal office of the Company is Two Bethesda Metro Center, Suite 1200, Bethesda, Maryland 20814.

FOURTH:              The resident agent of the Company is The Corporation Trust Incorporated, whose address is 300 E. Lombard Street, Baltimore, Maryland  21202.

Executed this 24th day of January, 2006.

DOSTEON SOLUTIONS, LLC

BY:

/s/ David S. Sanders

David S. Sanders

Organizer

EX-3.22

Exhibit 3.22

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

DOSTEON SOLUTIONS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF DOSTEON SOLUTIONS, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is entered into this 31st day of January, 2006, by Hanger Orthopedic Group, Inc., a Delaware corporation (the “Member”).

ARTICLE 1

FORMATION

Section 1.1             Name.

The name of the limited liability company is “Dosteon Solutions, LLC” (the “Company”), and all business of the Company shall be conducted under that name or under any other name approved by the Manager (as defined herein), but in any case, only to the extent permitted by applicable law.

Section 1.2             Registered Agent and Office.

The Company’s resident agent for service of process and registered office shall be The Corporation Trust Incorporated.  The address of the Corporation’s resident office in the State of Maryland is The Corporation Trust Incorporated, 300 E. Lombard Street, Baltimore, Maryland 21202.  The Manager may, from time to time, pursuant to Section 4A-210 of the Maryland Limited Liability Company Act (the “Act”), change the registered agent or office.

Section 1.3             Business Purpose.

The business purpose of the Company shall be the business of orthotics and prosthetics and providing a range of services (including rehabilitation services) to patients as an alternative to surgery or following surgery and any and all lawful business for which limited liability companies may be organized under the laws of the State of Maryland.  Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.4             Term.

The term of the Company shall be perpetual until dissolved in accordance with this Agreement.

ARTICLE 2

MANAGERS

Section 2.1             Management.

(a)           The management of the Company shall be vested in one or more Managers.  The Manager may at his discretion, delegate such powers and duties to officers and employees of the Company as he deems fit.

(b)           The Manager shall have authority to conduct all ordinary business, as described in Section 1.3 of this Agreement, on behalf of the Company, in accordance with the Act and may execute and deliver on behalf of the Company any contract, conveyance, note or similar document; provided, however, that without the consent of the Member, the Manager shall not have the authority to:

(i)do any act in contravention of this Agreement;

(ii)admit new Members to the Company;

(iii)issue additional equity interests in the Company or options therefor;

(iv)amend this Agreement or the Articles of Organization of the Company;

(v)do any act which would make it impossible to carry on the ordinary business of the Company;

(vi)enter into or vary any transaction or agreement between the Company and an affiliate of the Company;

(vii)create, incur, assume or guarantee any indebtedness, contingent or otherwise, other than trade accounts payable arising in the ordinary course of business;

(viii)create, incur or assume any lien, charge or other encumbrance on any assets of the Company;

(ix)redeem, retire or repurchase any equity interest in the Company;

(x)make any investment except in cash or cash equivalents;

(xi)co-mingle Company funds with funds of the Manager;

(xii)confess a judgment against the Company;

(xiii)merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

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(xiv)execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws;

(xv)sell or transfer any asset of the Company; or

(xvi)do any other act which requires the consent of a majority or more of the members under the Act.

Section 2.2             Appointment of Managers.

The Member shall set the number of Managers and shall appoint the Managers.  The initial number of Managers is one and the initial Manager shall be Hanger Orthopedic Group, Inc.  The salary of the Manager, if any, shall be set by the Member.

Section 2.3             Resignation and Removal of Managers.

The Manager shall hold office until such Manager’s successor is appointed by the Member or until such Manager’s earlier resignation, death, dissolution and/or liquidation or removal by the Member.  The Manager may resign at any time upon written notice to the Company, and the Manager may be removed with or without cause by the Member.

ARTICLE 3

MEMBERS/CAPITAL CONTRIBUTION

Section 3.1             Authority of the Member.

The Member shall not, except in its capacity as a Manager or officer, participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company.

Section 3.2             Rights of the Member.

The Member shall have the following rights:

(a)           the Member may elect to dissolve the Company;

(b)           the Member may consent to any actions specifically requiring its consent or approval pursuant to this Agreement or the Act; and

(c)           the Member may take any other action specifically authorized pursuant to this Agreement.

Section 3.3             Cessation Event.

A Member shall cease to be a Member solely upon the occurrence of any one of the events provided in Sections 4A-603, 4A-605 and 4A-606 of the Act.

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Section 3.4             Capital Contribution.

The Member shall make an initial contribution in the amount of $1,000.00 within sixty (60) days after the filing of the Articles of Organization with the State Department of Assessments and Taxation.  No interest shall accrue on the capital contribution described in the foregoing sentence and the Member shall not have the right to withdraw or be repaid any contribution to the extent that such withdrawal or repayment would not be permitted under the Act.

Section 3.5             No Certificates.

The Company shall not issue certificates evidencing the ownership of the Membership Interests by any of its Members.  The Company’s Membership Interests are owned by the Member as set forth on Exhibit A attached hereto, as it may be amended from time to time.  “Membership Interests” shall mean the ownership interests of the respective Members in the Company, which may be expressed as a percentage equal to such Member’s aggregate capital contributions divided by the aggregate capital contributions of all Members.

ARTICLE 4

TITLE TO COMPANY PROPERTY

All property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law, the Member shall have no ownership interest in any Company property in its individual name or right, and the Member’s interest in the Company shall be personal property for all purposes.

ARTICLE 5

SEPARATENESS/OPERATIONS MATTERS

The Company shall:

(a)           maintain books and records and bank accounts separate from those of any other person;

(b)           maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;

(c)           observe all customary organizational and operational formalities;

(d)           hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;

(e)           prepare separate tax returns, if necessary, and separate financial statements;

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(f)            allocate and charge fairly and reasonably any common employee or overhead shared with any affiliate;

(g)           transact all business with affiliates on an arms-length basis and pursuant to enforceable agreements;

(h)           conduct business in its own name, and use separate stationery, invoices and checks;

(i)            not commingle its assets or funds with those of any other person; and

(j)            not assume, guarantee or pay the debts or obligations of any other person.

ARTICLE 6

OFFICERS

The officers of the Company, if any, shall consist of such individuals as may be appointed by the Manager.  Any two or more offices may be held by the same person.  The salary of each officer, if any, shall be set by the Manager.  Each officer shall serve for the term of office for which he is appointed and until his successor has been appointed and has qualified, or his earlier death, resignation, or removal by the Manager.  The initial officers of the Company shall be:  President, Ivan R. Sabel; Vice President, Thomas F. Kirk; Treasurer, George E. McHenry; Secretary, Jason P. Owen; Assistant Treasurer, Jason P. Owen; Assistant Secretary, George E. McHenry; Assistant Secretary, Thomas C. Hofmeister; Assistant Secretary, Ambrose Phillips.

ARTICLE 7

INDEMNIFICATION AND LIABILITY

Section 7.1             Indemnification

The Company may indemnify the Member, Manager and officers of the Company to the fullest extent authorized pursuant to the Act.

Section 7.2             Liability

To the fullest extent allowable by the Act, the officers, Managers and/or the Members shall have no personal liability to the Company or its Members for damages for any breach of duty in such capacity, provided that this provision shall not eliminate or limit the liability of any officer or Manager if a judgment or final adjudication adverse to such officer or Manager establishes (a) that such officer’s or Manager’s acts or omissions were (i) in bad faith or (ii) involved intentional misconduct or a knowing violation of law; or (b) that such officer or Manager personally gained in fact a financial profit or other advantage to which such officer or Manager was not legally entitled.

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ARTICLE 8

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF ASSIGNEES

AND ADDITIONAL MEMBERS

Section 8.1             Disposition.

The Member’s interest in the Company is transferable either voluntarily or by operation of law.  The Member may dispose of all or a portion of the Member’s interest.  Notwithstanding any provision of the Act to the contrary and at the discretion of the transferring Member, the transferee of the Member’s interest in the Company may be admitted as a Member upon the completion of the transfer without further action; provided that, if such transfer results in more than one Member, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

Section 8.2             Admission of Additional Members.

Subject to Section 2.1, the Manager may admit additional Members and determine the capital contribution associated therewith, and thereafter, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

ARTICLE 9

DISSOLUTION

Except as otherwise provided in this Article, the Company shall be dissolved only upon election by the Member or the events specified in Section 4A-902 of the Act or in the event of a judicial dissolution as contemplated under Section 4A-903 of the Act. Dissolution of the Company shall be effective on the date designated by the Member in the event of dissolution by election of the Member.

ARTICLE 10

WINDING UP

Section 10.1           Winding Up.

(a)           Upon dissolution, the Company shall cease carrying on business, as distinguished from the winding up of the Company business, but the Company shall continue to exist until the winding up of the affairs of the Company is completed and the articles of cancellation have been filed with the Maryland State Department of Assessments and Taxation.

(b)           Upon the winding up of the Company, the Company property shall be distributed:

(i)to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of Company liabilities; and

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(ii)thereafter, to the Member(s).  Such distributions shall be in cash, property other than cash, or partly in both, as determined by the Manager(s).

ARTICLE 11

GENERAL PROVISIONS

Section 11.1           Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.2           Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland.

Section 11.3           Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 11.4           Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 11.5           Agreement; Effect of Inconsistencies with Law.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule.

[The next page is the signature page. ]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement effective as of the date first written above.

SOLE MEMBER:
HANGER ORTHOPEDIC GROUP, INC.
By:	/s/ Thomas F. Kirk
	Thomas F. Kirk, President

Agreement of Manager as of the 31st day of January, 2006.  The undersigned Manager hereby agrees to be the Manager of the Company pursuant to the Limited Liability Company Operating Agreement and hereby agrees to abide by the provisions of the Limited Liability Company Operating Agreement and the Act, to the extent applicable, as they relate to the activities of the Manager and the operation of the Company.

MANAGER:
HANGER ORTHOPEDIC GROUP, INC.
By:	/s/ Thomas F. Kirk
	Thomas F. Kirk, President

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EXHIBIT A

MEMBERSHIP INFORMATION

	Capital		Membership
Member	Contribution		Interest
Hanger Orthopedic Group, Inc.	$	1,000.00	100	%

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EX-3.23

Exhibit 3.23

ARTICLES OF INCORPORATION

OF

ELITE CARE, INCORPORATED

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, having associated ourselves together for the purpose of forming a corporation under and by virtue of the laws of the State of Arizona, do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of the Corporation is:

ELITE CARE, INCORPORATED

ARTICLE II

The purpose for which this corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time.

ARTICLE III

The corporation initially intends to conduct the business of providing durable medical equipment and of making, performing and discharging contracts therefore, or relating thereto, or connected therewith, and all allied and interdependent lines of business and to do such incidental financing as may be connected therewith.

ARTICLE IV

The authorized capital stock of this corporation shall be 10,000 shares of common stock without par value. Shares without par value may be issued for such consideration expressed in dollars as may be fixed from time to time by the directors of the corporation.

ARTICLE V

The name and address of the initial statutory agent of the Corporation is:

M. KENT MECHAM

MECHAM & HOLT, CHARTERED

7830 North 23rd Avenue

Phoenix, AZ 85021

ARTICLE VI

The affairs of the corporation shall be conducted by a Board of Director, the number of which shall be determined at the annual meeting of the shareholders in the manner specified in the Bylaws of the corporation. Directors shall be elected at the annual meeting of the shareholders, to be held at such time as provided in the Bylaws of the corporation, and shall hold such office until their successors are elected and qualified. The following persons shall constitute the initial Board of Directors until their successors are elected and qualified:

Scott Anthony Rueschenberg	Jubie E. Rueschenberg
4614 N. 7th Street	4614 N. 7th Street
Phoenix, AZ 851014	Phoenix, AZ 85014
Kelly T. Riggs	Rhonda I. Riggs
104 North 67th Street	104 North 67th Street
Broken Arrow, OK 74014	Broken Arrow, OK 74014

ARTICLE VII

No Director who has submitted his or her resignation from the Board of Directors effective at a future time shall be permitted to vote upon the filing of any vacancy or vacancies in the Board of Directors including the vacancy to be created by his or her resignation.

ARTICLE VIII

The incorporators of this corporation are:

Scott Anthony Rueschenberg	Jubie E. Rueschenberg
4614 N. 7th Street	4614 N. 7th Street
Phoenix, AZ 85014	Phoenix, AZ 85014

All powers, duties and responsibilities of the incorporators shall cease at the time of the delivery of these Articles of Incorporation to the Arizona Corporation Commission for filing.

ARTICLE IX

The corporation shall indemnify any person who incurs expenses by reason of the fact that he or she is or was an officer, director, employee or agent of the corporation. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law.

ARTICLE X

To the fullest extent permitted by Title 10, Chapter 1 of the Arizona Revised Statutes as the same exists or may hereafter be amended, no director shall be liable to the

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corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director.

IN WITNESS WHEREOF, we have hereunto set our hands this 23rd day of August, 1999.

/s/ Scott Anthony Rueschenberg

SCOTT ANTHONY RUESCHENBERG

/s/ Jubie E. Rueschenberg

JUBIE E. RUESCHENBERG

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EX-3.24

Exhibit 3.24

BY-LAWS

OF

ELITE CARE, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.                     Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Arizona, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  SHAREHOLDERS

Section 1.                     Annual Meeting.  The annual meeting of the shareholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.                     Special Meetings.  A special meeting of the shareholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.                     Place of Meetings.  Each annual meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Arizona, as the Board of Directors may designate in calling such meeting.  Each special meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Arizona, as the person or persons calling the special meeting may designate.

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Section 4.                     Notice of Meetings.  Written notice of each annual and each special meeting of the shareholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on a plan of merger or consolidation, in which event such notice shall be mailed not less than twenty (20) days, nor more than sixty (60) days, before such meeting to each shareholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such shareholder at his address as it appears on the transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A shareholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the holding of the meeting or the transaction of any business at the meeting because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.                     Quorum.  Except as otherwise provided by law, at any meeting of the shareholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the shareholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.                     Organization.  At every meeting of the shareholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the shareholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.                     Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or

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inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.                     Business or Order of Business.  At each meeting of the shareholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of shareholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.                     Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of shares of the Corporation shall be entitled to vote upon matters to be voted upon by the shareholders.  At each meeting of shareholders held for any purpose, each shareholder of record of shares entitled to vote thereat shall be entitled to vote the shares standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any shareholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

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Section 10.                   Voting List.  The Secretary of the Corporation shall make available for inspection, beginning two business days after notice of the meeting is given for which the list was prepared, a complete list of the shareholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each shareholder.  Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, at the Corporation’s principal office or at the office of Corporation’s transfer agent, if such office is specified in the notice of meeting given pursuant to Section 4 of this Article II.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original transfer books shall be prima facie evidence as to the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.                   Record Dates.  The Board of Directors may fix in advance a date which shall not be more than seventy (70) nor less than ten (10) days prior to the date of any meeting of shareholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of shares shall go into effect, or in connection with obtaining the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to give such consent; and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.                   Adjournment.  Any meeting of shareholders, annual or special, may

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adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 13.                   Action by Shareholders Without a Meeting.  Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of shareholders may be dispensed with if shareholders owning all of the shares entitled to vote on such action shall consent in writing to such corporate action being taken.

Every written consent shall bear the date of signature of each shareholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by all of the shareholders entitled to vote on such action are delivered to the Corporation by delivery to its registered office in the State of Arizona, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of shareholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.                   Certificates for Shares.  Every shareholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.                   Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.                   Transfer of Shares.  Upon surrender to the Corporation or the transfer

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agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.                   Proxies.  At any meeting of the shareholders, each shareholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the shareholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after twelve (12) months from its date.

ARTICLE III.  DIRECTORS

Section 1.                     General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.                     Qualification, Number, Classification and Term of Office.  A director need not be a shareholder, a citizen of the United States, or a resident of the State of Arizona.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.                     Election of Directors.  At each meeting of the shareholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Arizona law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 4.                     Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the shareholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such shareholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.                     Organization.  The Board of Directors, by majority vote, may from time

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to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.                     Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Arizona as the Board of Directors may from time to time by resolution determine, or (unless contrary to a resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.                     Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of shareholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.                     Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.                     Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than two (2) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.                   Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the

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meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless the director at the beginning of the meeting or promptly on his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 11.                   Quorum and Manner of Acting.  A majority of the directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.                   Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.                   Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the shareholders.

Section 14.                   Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

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The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of

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itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.                     The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all

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money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the shareholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Certificates.  Certificates for shares of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such

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form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.  The Corporation will not indemnify a director under this Section 1 in connection with any proceeding  charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.  The Corporation will not indemnify a director under this Section 2 in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation or in connection with any proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

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Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of the directors who were not parties to such action, suit or proceeding, or (2) by special legal counsel selected by a majority vote of disinterested directors, or, if there are no disinterested directors, by majority vote of the Board of Directors, or (3) by the shareholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer stating that the officer or director has met the standard of conduct set forth in Sections 1 and 2, as applicable, of this Article VI and that the officer or director will repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Arizona,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

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Section 7.                     Inspection of Books.  Any shareholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of shareholders, and to make extracts therefrom.

Section 8.                     Voting of Shares or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by this Corporation, at meetings of the holders of the shares or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of shares or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such shares or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of the Corporation entitled to vote at any annual or special meeting.  The shareholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the shareholders or by a certain specified percentage in interest of a particular class of shareholders.

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EX-3.25

Exhibit 3.25

Commonwealth of Pennsylvania

Department of State

Corporation Bureau

ARTICLES

OF

INCORPORATION

In compliance with the requirements of the Business Corporation Law, approved the 5th day of May, A.D. 1933, P.L. 364, as amended, the undersigned, all of whom are of full age* desiring that they may be incorporated as a business corporation, do hereby certify:

1.  The name of the corporation is:

Eugene Teufel & Son Orthotics & Prosthetics, Inc.

2.  The location and post office address of its initial registered office in this Commonwealth is:

1535 North Market Street		Elizabethtown	Lancaster
Number	Street	City	County

3.  The purpose or purposes of the corporation which shall be organized under this Act are as follows: (**)

To have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law, the Act under which the corporation is incorporated.

4.  The term of its existence is: Perpetual

5.  The aggregate number of shares which the corporation shall have authority to issue is: (***)

100,000 shares of common stock, having a par value of $1.00 and aggregate of One Hundred Thousand and 00/100     ($100,000.00)

(*) One or more corporations or natural persons of full age may incorporate a business corporation under the provisions of this Act.

(**) It shall not be permissible or necessary to set forth any powers enumerated in Section 302 of the Act.

(***) There should be set forth the number and par value of all shares having par value; the number of shares without par value; and the stated capital applicable thereto. If the shares are to be divided into classes, a description of each class and a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights granted to, or imposed upon, the shares of each class.

FILING FEE — $40.00

6.  The names and addresses of each of the first directors, who shall serve until the first annual meeting, are:
	ADDRESS
NAME	(including street and number, if any)
Robert E. Teufel	125 W. Chestnut Street, Elizabethtown, Pa. 17022
Jean Z. Teufel	125 W. Chestnut Street, Elizabethtown, Pa. 17022
Eugene Teufel	1535 N. Market Street, Elizabethtown, Pa. 17022

7.  The names and addresses of each of the incorporators and the number and class of shares subscribed by each are:

	ADDRESS
NAME	(including street and number, if any)	NUMBER AND CLASS OF SHARES
Robert E. Teufel	125 N. Chestnut St.,	100 shares of common stock
	Elizabethtown, Pa. 17022

IN TESTIMONY WHEREOF, the incorporators have signed and sealed these Articles of Incorporation this 27th day of October, 1972.

/s/ Robert E. Teufel	(SEAL)	(SEAL)
	(SEAL)	(SEAL)
	(SEAL)	(SEAL)

Approved and filed in the Department of State on the 1st day of December A.D. 1972.

/s/ C. DeLores Tucker

Secretary of the Commonwealth

NOTE: The Articles must be accompanied with registry statement, executed in triplicate, in the form prescribed by Section 206-B of the Act — all of which should be signed by an incorporator, as such.

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EX-3.26

Exhibit 3.26

BY-LAWS

OF

EUGENE TEUFEL AND SON ORTHOTICS & PROSTHETICS, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.  Principal Office.  The principal office of the Corporation shall be at:

7700 Old Georgetown Road

Bethesda, Maryland  20814

or such other place as the Board of Directors may designate.

Section 2.  Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Pennsylvania, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.  Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.  Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place, within or without the State of Pennsylvania, as the Board of Directors may designate in calling such meeting.

Section 4.  Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for

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which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on an amendment of the Articles of Incorporation or on a reduction of stated capital or on a plan of merger or consolidation, in which event such notice shall be mailed not less than fifteen (15) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Not- withstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.  Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.  Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.  Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at

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the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.  Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws. The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.  Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each

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such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman may decide, except that such demand for a vote by ballot on any question or election, made by any stockholder or his proxy present and entitled to vote on such question or election, such vote by ballot shall immediately be taken.

Section 10.  Voting List.  The Secretary of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting of any adjournment thereof, with the address of and the number of shares held by each stockholder.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.  Record Dates.  The Board of Directors may fix in advance a date which shall not be more than fifty (50) nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the

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Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.  Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.  Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Section 14.  Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate of certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The Chairman of the Board of Directors, the President or any Vice-President and the Secretary or an Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, shall sign such certificates.

Section 15.  Lost Certificates.  The Board of Directors may

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direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 16.  Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.  Proxies.  At any meeting of the stockholders,each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven months from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.  Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Pennsylvania.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote

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at any directors’ meeting.

Section 3.  Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Pennsylvania law.  No election need be by written ballot.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.  Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.  Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.  Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Pennsylvania as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the board of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence at such meeting.  The Chairman or any person appointed by him shall act as secretary of the meeting.

Section 7.  Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable

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after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.  Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.  Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or where there is none by the President, or by any three or more directors, or, at the direction of any of the foregoing, by the Secretary.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.  Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.  Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.  Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary

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of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.  Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause (other than an increase by more than two (2) in the number of directors), may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the stockholders.

Section 14.  Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any two (2) members of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.  Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing,

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setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall have the same force and effect as an unanimous vote.

Section 16.  Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.  Officers.  The officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer and/or a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article.  Any two or more officers may be held by the same person; provided only, that the same person shall not hold the offices of Chairman and Secretary.

Section 2.  Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.  Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.  Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the

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Chairman, of the Board of Directors, the President or the Secretary of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.  Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as it shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.  Chairman of the Board of Directors.  Where there is a Chairman of the Board of Directors he shall be an officer and a director; and he may be the Chief Executive Officer of the Corporation and as such may have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The Chairman or his designee shall have full power and authority to case any votes which the Corporation is entitled to cast as a shareholder of another corporation.  Where there is no Chairman of the Board, or he is unable to discharge his duties, the powers of the Chairman shall be vested in the Vice Chairman, or, if none exists, in the President.  The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present.

Section 9.  Vice Chairman of the Board of Directors.  The Vice Chairman shall be a director and may be the Chief Executive Officer of the Corporation.  In general, he shall perform all duties incident to the office of Vice Chairman and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.  In the absence of the Chairman of the Board of Directors, the Vice Chairman shall act in his place with all the power thereof.

Section 10.  Chief Executive Officer and/or President.  The Chief Executive Officer and/or President shall be a director and may be the Chief Executive Officer, the Chief Operating Officer or

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the President of the Corporation.  In general, he or they shall perform all duties incident to the office of Chief Executive Officer and/or President and such other duties as may from time to time be designated to him or them by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him or them elsewhere in these By-Laws.

Section 11.  The Vice-Presidents.  The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 12.  Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive and receipt for money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman, or where there is none, by the Vice Chairman or the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 13.  Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and

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filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors or by a Chairman or, if there is none, by the Vice Chairman or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 14.  Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman, or where there is none, by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.  Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.  Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman of the Board, the Vice President, the President or any Vice President and by the Secretary or any Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, provided that such signatures may be facsimiles on any certificate countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any

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threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suite was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.  To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by

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him in connection therewith.

Section 4.  Any indemnification under Section 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.  Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.  The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII.  MISCELLANEOUS

Section 1.  Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Pennsylvania,” and shall be in such form as may be approved by the Board of Directors.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.  Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.  Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.  Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.  Contracts, etc., How Executed.  In addition to the Chairman, the Vice Chairman and the Chief Executive Officer and/or President, those officers who are designated by resolution

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of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.  Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.  Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the Chairman and/or the Vice Chairman of the Board of Directors and/or the Chief Executive Officer and/or President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the Chairman and/or the Vice Chairman of the Board of Directors and/or the Chief Executive Officer and/or President may themselves attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

Section 9.  Notices.  Whenever under the provision of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, or by delivery to a telegraph company, addressed to such director or stockholder at such address as appears on the books of the Corporation, or, in default of other address, to such director or stockholder at the General Post Office in the City of Bethesda, Maryland, and such notice shall be deemed to be given at the time when the same shall be thus mailed or delivered to a telegraph company.

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Section 10.  Waivers of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII.  AMENDMENTS

Section 1.  By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.  By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

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EX-3.27

Exhibit 3.27

CERTIFICATE OF INCORPORATION

HANGER PROSTHETICS & ORTHOTICS, INC.

as amended through November 27, 1996

FIRST:I, Ross E. Eichberg, whose post office address is 9530-201 Muirkirk Road, Laurel, Maryland 20708, being at least twenty-one (21) years of age, hereby form a corporation under and by virtue of the general laws of the State of Delaware.

SECOND:The name of the corporation (hereinafter called the “Corporation”) is:  HANGER PROSTHETICS & ORTHOTICS, INC.

THIRD:The purposes for which the Corporation was formed and the business and objects to be carried on and promoted by it are as follows:

(a)To own, operate and manage a business of manufacturing and selling orthotic and prosthetic devices, and to perform such activities and render such services as would ordinarily be performed by such a business;

(b)To purchase or otherwise acquire all inventory, products, items and goods necessary to operate the said business;

(c)To make, execute and receive contracts, agreements, or assignments for any of the purposes of the Corporation or in any way reasonably related or connected thereto;

(d)And, in general, to carry on a lawful business whatsoever in connection with the foregoing or which is calculated directly or indirectly to promote the interest of the Corporation, or to enhance the value of its property, and to have and to exercise all the rights, powers and privileges which are now or may hereafter be conferred by the laws of the State of Delaware upon corporations formed under said laws;

(e)To conduct its operations and activities in the State of Delaware and in any other states in these United States of America and its territories and possessions and in any foreign country, the world over.

The aforementioned enumeration of the purposes, objects and business of the Corporation is made in furtherance, and not in limitation, of the powers conferred upon the Corporation by law, and is not intended, by the mention of any particular purposes, object or business, to limit or restrict any of the powers of the Corporation.  The Corporation is formed upon the articles, conditions and provisions herein expressed, and subject to all particulars and to the limitations relating to corporations which are contained in the general laws of this State.

FOURTH:The post office address of the registered office of the Corporation is Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801.  The name and address of the Registered Agent of the Corporation is The Corporation Trust Company, Inc.; said Registered Agent is a citizen of and actually resides in the State of Delaware.

FIFTH:The total number of shares of all classes of stock which the Company has authority to issue is 120,000 shares, consisting of:

(1)100,000 shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”);

(2)10,000 shares of Class A Preferred Stock, par value $.01 per share (the “Class A Preferred Stock”); and

(3)10,000 shares of Class B Preferred Stock, par value $.01 per share (the “Class B Preferred Stock”).

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The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations and restrictions thereof in respect of each class of capital stock of the Company.

A.CLASS A PREFERRED STOCK

Certain capitalized terms used herein are defined in subdivision II, part 3.

I.Terms Applicable to the Class A Preferred Stock.

Part 1.Dividends.

IA.General Obligation.  When and as declared by the Company’s board of directors and to the extent permitted under the General Corporation Law of Delaware, the Company will pay preferential dividends to the holders of the Class A Preferred Stock as provided in this part 1.  Dividends on each share of Class A Preferred Stock (a “Share”) will accrue cumulatively on a daily basis at the rate of 13% per annum on the sum of (i) the Liquidation Value thereof, plus (ii) all accrued but unpaid dividends, from and including the date of issuance of such Share to and including the date on which the Liquidation Value (plus all accrued but unpaid dividends thereon) of such Share is paid.  Such dividends will accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends.  The date on which the Company initially issues any Share will be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Company and regardless of the number of certificates which may be issued to evidence such Share.  No dividends or other distributions will be paid, declared or set apart with respect to the Common Stock and the Class B Preferred Stock or any other shares of capital stock of the Company ranking on liquidation junior to the Preferred Stock (together with the Common Stock and the

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Class B Preferred Stock, “Junior Stock”) unless all accrued but unpaid dividends on the Class A Preferred Stock shall have been paid.

1B.Distribution of Partial Dividend Payments.  If at any time the Company pays less than the total amount of dividends then accrued with respect to the Class A Preferred Stock, such payment will be distributed ratably among the holders of the Class A Preferred Stock based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder.

Part 2.Liquidation.

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (each such event being hereafter referred to as a “Liquidation”), the holders of Class A Preferred Stock will be entitled to be paid, before any payment shall be made to the holders of Junior Stock, an amount in cash equal to the aggregate Liquidation Value (plus all accrued but unpaid dividends) of all Shares outstanding, and the holders of Class A Preferred Stock will not be entitled to any further payment.  If, upon any Liquidation, the Company’s assets to be distributed among the holders of the Class A Preferred Stock are insufficient to permit payment to such holders of the full amount to which they are entitled hereunder, then the entire assets to be distributed will be distributed ratably among such holders based upon the aggregate Liquidation Value (plus all accrued but unpaid dividends) of the Class A Preferred Stock held by each such holder.  The Company will mail written notice of any Liquidation not less than 30 days prior to the payment date stated therein, to each record holder of Class A Preferred Stock.  Neither the consolidation or merger of the Company into or with any other corporation or corporations, nor the sale or transfer by the Company of all or any part of its assets, nor the

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reduction of the capital stock of the Company, will be deemed to be a Liquidation for purposes of this part 2.

After the payment of all preferential amounts required to be paid to the holders of Class A Preferred Stock and any other class or series of stock of the Company ranking on liquidation on a parity with the Class A Preferred Stock, the holders of Junior Stock then outstanding shall be entitled to receive the remaining assets of the Company available for distribution to its stockholders.

Part 3.Voting Rights.

The Class A Preferred Stock will have full voting rights and powers, and each Share of Class A Preferred Stock shall be entitled to one right to vote on any matter to be voted on by the stockholders of the Company (including, without limitation, the election or removal of directors), and the Class A Preferred Stock will be aggregated with the Class B Preferred Stock and Common Stock in determining the number of shares voting or entitled to vote on such matters.  The holders of Class A Preferred Stock, Class B Preferred Stock and Common Stock shall vote together as a single class, provided that the Company will not amend, alter or repeal the preferences, special rights or other powers of the Class A Preferred Stock so as to affect adversely the Class A Preferred Stock without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class.  For this purpose, the increase in the number of authorized shares of Class A Preferred Stock or the authorization or issuance of any series of preferred stock with preference or priority over the Class A Preferred Stock as to the right to receive either dividends or amounts distributable upon

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liquidation, dissolution or winding up of the Company shall not be deemed to affect adversely the Class A Preferred Stock.

Part 4.Redemptions.

4A.Scheduled Redemptions.  The Company will, subject to the terms of its credit agreements, redeem all outstanding shares of Class A Preferred Stock on August 31, 1997, at a price per Share equal to the Liquidation Value thereof (plus all accrued but unpaid dividends).  The Company will mail written notice of a redemption pursuant to this paragraph 4A to each record holder of Class A Preferred Stock not more than 60 nor less than 30 days prior to the date on which such redemption is to occur.

4B.Optional Redemptions.  The Company may, subject to the terms of its credit agreements, at any time redeem all or any portion of the Preferred Stock then outstanding at a price per Share equal to the Liquidation Value thereof (plus all accrued but unpaid dividends thereon).  The Company will mail written notice of a redemption pursuant to this paragraph 4B to each record holder of Class A Preferred Stock not more than 60 nor less than 30 days prior to the date on which such redemption is to occur.  In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares will be issued to the holder thereof without cost to such holder within three business days after surrender of the certificate representing the redeemed Shares.

4C.Redemption Price.  For each Share which is to be redeemed, the Company will be obligated on the Redemption Date to pay to the holder thereof (upon surrender by such holder at the Company’s principal office of the certificate representing such Share) an amount in immediately available funds equal to the Liquidation Value thereof (plus all accrued but unpaid dividends thereon).  If the funds of the Company legally available for redemption of Shares on any Redemption Date are insufficient to redeem the total number of Shares to be

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redeemed on such date, those funds which are legally available will be used to redeem the maximum possible number of Shares ratably among the holders of the Shares to be redeemed based upon the aggregate Liquidation Value of such Shares (plus all accrued but unpaid dividends thereon) held by each such holder.  At any time thereafter when additional funds of the Company are legally available for the redemption of Shares, such funds will immediately be used to redeem the balance of the Shares which the Company has become obligated to redeem on any Redemption Date but which it has not redeemed.

4D.Determination of the Number of Each Holder’s Shares to be Redeemed.  Except as otherwise provided herein, the number of Shares to be redeemed from each holder thereof in redemptions hereunder will be the number of Shares determined by multiplying the total number of Shares to be redeemed by a fraction, the numerator of which will be the total number of Shares then held by such holder and the denominator of which will be the total number of Shares then outstanding.

4E.Dividends After Redemption Date.  No Share is entitled to any dividends accruing after the date on which the Liquidation Value (plus all accrued but unpaid dividends thereon) of such Share is paid.  On such date all rights of the holder of such Share will cease, and such Share will not be deemed to be outstanding.

4F.Redeemed or Otherwise Acquired Shares.  Any Shares which are redeemed or otherwise acquired by the Company will be cancelled and will not be reissued, sold or transferred.

4G.Other Redemptions or Acquisitions.  Neither the Company nor any Subsidiary will redeem or otherwise acquire any Class A Preferred Stock, except as expressly

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authorized herein or pursuant to a purchase offer made pro-rata to all holders of Class A Preferred Stock on the basis of the number of Shares owned by each such holder.

II.Miscellaneous.

Part 1.Registration of Transfer.

The Company will keep at its principal office a register for the registration of Class A Preferred Stock.  Upon the surrender of any certificate representing Class A Preferred Stock at such place, the Company will, at the request of the record holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate.  Each such new certificate will be registered in such name and will represent such number of Shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate, and dividends will accrue on the Class A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Class A Preferred Stock represented by the surrendered certificate.  The issuance of new certificates will be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance, unless such issuance is made in connection with a transfer of Class A Preferred Stock, in which case the transferring holder will pay all taxes arising from such transfer.

Part 2.Replacement.

Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the holder is an institutional investor its own agreement will be satisfactory), or,

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in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends will accrue on the Class A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Part 3.Definitions.

“Liquidation Value” of the Class A Preferred Stock will be $115.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Class A Preferred Stock.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Preferred Stock” means, collectively, the Company’s Class A Preferred Stock, and the Company’s Class B Preferred Stock.

“Redemption Date” as to any Share means the date specified in the notice of any redemption at the Company’s option or the applicable date specified herein in the case of any other redemption.

“Subsidiary” means any corporation of which the shares of stock having a majority of the general voting power in electing the board of directors are, at the time as of which any determination is being made, owned by the Company either directly or indirectly through Subsidiaries.

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Part 4.Amendment and Waiver.

No amendment, modification or waiver will be binding or effective with respect to any provision of subdivision I above or this subdivision II without the prior written consent of the holders of at least a majority of the Class A Preferred Stock outstanding at the time such action is taken.

Part 5.Notices.

Except as otherwise expressly provided, all notices referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (i) to the Company, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Company (unless otherwise indicated by any such holder).

B.CLASS B PREFERRED STOCK

I.Terms Applicable to Class B Preferred Stock.

Part 1.Dividend and Other Rights of Preferred Stock.

(a)Except as specifically otherwise provided herein, all shares of Preferred Stock shall be identical and shall entitle the holders thereof to the same rights and privileges of holders of Common Stock.  The Company shall not subdivide or combine any shares of Common Stock, or pay any dividend or retire any share or make any other distribution on any share of Common Stock, or accord any other payment, benefit or preference to any share of Common Stock, except by extending such subdivision, combination, distribution, payment, benefit or preference equally to all shares of Class B Preferred Stock.  If dividends are declared which are payable in shares of Common Stock, such dividends shall be payable in shares of Common Stock to holders of Common Stock and such dividends shall be payable in shares of Class B Preferred Stock to holders of Class B Preferred Stock.

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(b)The holders of Class B Preferred Stock shall be entitled to participate ratably in dividends out of funds legally available therefor, when declared by the Board of Directors in respect of Common Stock.  Upon liquidation, dissolution or winding up of the Company, the holders of Class B Preferred Stock shall be entitled to payments in preference to the Common Stock of $.25 per share, and thereafter shall be entitled to share ratably in the assets of the Company available for distribution to the holders of Common Stock (based upon the number of shares outstanding of the Class B Preferred Stock and Common Stock).

Part 2.Voting Rights of Class B Preferred Stock.

The holders of Class B Preferred Stock shall have full voting rights and powers, and each share of Class B Preferred Stock shall be entitled to three votes on any matter to be voted on by the stockholders of the Company (including, without limitation, the election or removal of directors), and the Class B Preferred Stock shall be aggregated with the Class A Preferred Stock and the Common Stock in determining the number of shares voting or entitled to vote on such matters.  Holders of Class A Preferred Stock, Class B Preferred Stock and Common Stock shall vote together as a single class, provided that the Company will not amend, alter or repeal the preferences, special rights or other powers of the Class B Preferred Stock so as to affect adversely the Class B Preferred Stock without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class.

Part 3.Conversion of Class B Preferred Stock.

3A.Conversion of Rights.  Subject to and upon compliance with the provisions of this Section, each record holder of Class B Preferred Stock is entitled at any time and from time to time to convert any and all of the shares of Class B Preferred Stock held by it into the same number of shares of Common Stock.

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3B.Conversion Procedure.

(i)Each conversion of shares of Class B Preferred Stock will be effected by the surrender to the Company of the certificate or certificates representing the shares to be converted, duly endorsed or assigned in blank, with signatures guaranteed if reasonably requested by the Company, at the principal office of the Company (or such other office or agency of the Company as the Company may designate in writing to the holder or holders of the Class B Preferred Stock) at any time during its usual business hours, and by the giving of written notice by the holder of such Class B Preferred Stock stating that such holder desires to convert all or a stated number of the shares of Class B Preferred Stock represented by such certificate or certificates into Common Stock, which notice will also state the name or names (with addresses) and denominations in which the certificate or certificates for the Common Stock will be issued and will include instructions for delivery thereof.

(ii)Promptly after such surrender and the receipt of such written notice and statement, the Company will issue and deliver in accordance with such instructions the certificate or certificates for the Common Stock issuable upon such conversion.  In addition, the Company will deliver to the converting holder a certificate representing any portion of the shares of Class B Preferred Stock which had been represented by the certificate or certificates delivered to the Company in connection with such conversion but which were not converted. Such conversion, to the extent permitted by law, will be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of such Class B Preferred Stock (or specified portion thereof), as such holder will cease and the person or persons in whose name or names the

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certificate or certificates for shares of Common Stock are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

(iii)The Company will at all times reserve and keep available out of its authorized but unissued shares of Common Stock or its treasury shares of Common Stock, solely for the purpose of issuance upon the conversion of the Class B Preferred Stock as provided in this part 3, such number of shares of Common Stock as are then issuable upon the conversion of all then outstanding shares of Class B Preferred Stock into shares of Common Stock hereunder.  Notwithstanding the foregoing, if, at any time, there shall be an insufficient number of authorized or treasury shares of Common Stock available for issuance upon conversion of Class B Preferred Stock, the Company will take all action necessary to propose and recommend to the stockholders of the Company that its Certificate of Incorporation be amended to authorize additional shares of Common Stock in an amount sufficient to provide adequate reserves of shares for issuance upon such conversion, including the diligent solicitation of votes and proxies to vote in favor of such an amendment.  All shares of Common Stock which are issuable upon conversion hereunder will, when issued, be duly and validly issued, fully paid and nonassessable.

(iv)The issuance of certificates for shares of Common Stock upon conversion of shares of Class B Preferred Stock will be made without charge to any original holder of any shares of Class B Preferred Stock for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such conversion and the related issuance of Common Stock; provided that the Company will not be required to

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pay any such taxes or costs which may be payable in respect of any such conversion by any other person or in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the registered holder of the shares converted.  The Company will not close its books against the transfer of any shares of Class B Preferred Stock or Common Stock in a manner which would interfere with the conversion of Class B Preferred Stock.

II.Miscellaneous.

Part 1.Registration of Transfer.

The Company will keep at its principal office (or such other place as the Company reasonably designates) a register for the registration of shares of Class B Preferred Stock.  Upon the surrender of any certificate representing shares of any class of Class B Preferred Stock at such place, the Company will, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Company forthwith will cancel such surrendered certificate.  Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.  The issuance of new certificates will be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance, unless such issuance is made in connection with a transfer of Class B Preferred Stock, in which case the transferring holder will pay all taxes arising from such transfer.

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Part 2.Replacement.

Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any Class B Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the holder is an institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

C.COMMON STOCK

I.Terms Applicable to Common Stock.

Part 1.Dividend and Other Rights of Common Stock.

(a)All shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and privileges.

(b)Subject to the rights of the holders of Preferred Stock, the holders of Common Stock shall be entitled to dividends out of funds legally available therefor, when declared by the Board of Directors in respect of Common Stock, and, upon liquidation, dissolution or winding up of the Company, to share ratably in the assets of the Company available for distribution to the holders of Common Stock.

Part 2.Voting Rights of Common Stock.

The holders of Common Stock shall have full voting rights and powers, and, together with the holders of Class A Preferred Stock and Class B Preferred Stock, each share of

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Common Stock shall be entitled to one vote on any matter to be voted on by the stockholders of the Company (including, without limitation, the election or removal of directors).

II.Miscellaneous.

Part 1.Registration of Transfer.

The Company will keep at its principal office (or such other place as the Company reasonably designates) a register for the registration of shares of Common Stock.  Upon the surrender of any certificate representing shares of any class of Common Stock at such place, the Company will, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Company forthwith will cancel such surrendered certificate.  Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.  The issuance of new certificates will be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance, unless such issuance is made in connection with a transfer of Common Stock, in which case the transferring holder will pay all taxes arising from such transfer.

Part 2.Replacement.

Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably

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satisfactory to the Company (provided that if the holder is an institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

SIXTH:The number of Directors of the Corporation shall consist of but less than three (3) and not more than ten (10), which number may be increased or decreased pursuant to the By-Laws of the Corporation.  The names of the Directors who shall act until the first annual meeting of the Stockholders or until their successors are duly chosen and qualified or until the Corporation shall determine to reduce or increase the number of Directors in accordance with the terms hereof, the Corporate By-Laws and the Delaware Corporation Law, shall be:

Joseph M. Cestaro	2550 M. Street, N.W. Washington, D.C.  20037
Ronald J. Manganeillo	2550 M. Street, N.W. Washington, D.C.  20037
Stephen Y. Rappaport	2550 M. Street, N.W. Washington, D.C.  20037
Robert Pelham	2550 M. Street, N.W. Washington, D.C.  20037
Vincent DiDominico	2550 M. Street, N.W. Washington, D.C.  20037
J. Martha Cassidy	2550 M. Street, N.W. Washington, D.C.  20037

SEVENTH:The following provisions are hereby adopted for the purposes of defining, limiting and regulating, the powers of the Corporation and of the Directors and Stockholders:

(a)The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock, of any class, whether now

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or hereafter authorized, or securities convertible into shares of its stock, of any class or classes, whether now or hereafter authorized, for such consideration as said Board of Directors may deem advisable, subject to such limitations and restrictions, if any, as may be set forth in the By-Laws of the Corporation.

(b)Shares of stock of this Corporation may be issued for cash without first offering to the holders of the outstanding shares of stock the pre-emptive right to purchase the same at the same price.

(c)Notwithstanding any provisions of law requiring any action to be taken or authorized by the affirmative vote of the holders of a designated proportion of the number of shares of stock of the Corporation, or to be otherwise taken or authorized by a vote of stockholders, such action shall be effective if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote thereon, except as otherwise provided for in this Certificate of Incorporation.

(d)The Board of Directors shall have power, subject to any limitations or restrictions herein set forth or imposed by law, to classify or reclassify unissued stock, whether now or hereafter authorized, by fixing or altering in any one or more specified respects, from time to time, before the issuance of such stock, the preferences, voting powers, restrictions and qualifications of, the fixed annual dividends on, and the kinds and redemptions of any stock.

(e)The Certificate of Incorporation of the Corporation may, from time to time, be amended for any purpose, including any amendment or amendments which change the terms of any of the outstanding stock by classification or reclassification, or

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otherwise, upon the affirmative vote of a majority of all of the shares of stock outstanding and entitled to vote.

EIGHTH:The duration of the Corporation shall be perpetual.

NINTH:A Director of this Corporation shall not be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to this Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit.

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EX-3.28

Exhibit 3.28

BY-LAWS

OF

HANGER PROSTHETICS & ORTHOTICS, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.  Principal Office.  The principal office of the Corporation shall be at:

7700 Old Georgetown Road

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.  Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.  Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.  Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place, within or without the State of Delaware, as the Board of Directors may designate in calling such meeting.

Section 4.  Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for

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which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on an amendment of the Articles of Incorporation or on a reduction of stated capital or on a plan of merger or consolidation, in which event such notice shall be mailed not less than fifteen (15) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Not- withstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.  Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.  Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.  Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at

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the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.  Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws. The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.  Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each

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such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman may decide, except that such demand for a vote by ballot on any question or election, made by any stockholder or his proxy present and entitled to vote on such question or election, such vote by ballot shall immediately be taken.

Section 10.  Voting List.  The Secretary of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting of any adjournment thereof, with the address of and the number of shares held by each stockholder.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.  Record Dates.  The Board of Directors may fix in advance a date which shall not be more than fifty (50) nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the

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Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.  Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.  Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Section 14.  Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate of certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The Chairman of the Board of Directors, the President or any Vice-President and the Secretary or an Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, shall sign such certificates.

Section 15.  Lost Certificates.  The Board of Directors may

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direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 16.  Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.  Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven months from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.  Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote

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at any directors’ meeting.

Section 3.  Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Delaware law.  No election need be by written ballot.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.  Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.  Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.  Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the board of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence at such meeting.  The Chairman or any person appointed by him shall act as secretary of the meeting.

Section 7.  Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable

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after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.  Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.  Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or where there is none by the President, or by any three or more directors, or, at the direction of any of the foregoing, by the Secretary.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.  Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.  Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.  Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary

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of the Corporation. Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.  Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause (other than an increase by more than two (2) in the number of directors), may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the stockholders.

Section 14.  Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any two (2) members of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.  Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing,

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setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall have the same force and effect as an unanimous vote.

Section 16.  Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.  Officers.  The officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer and/or a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article.  Any two or more officers may be held by the same person; provided only, that the same person shall not hold the offices of Chairman and Secretary.

Section 2.  Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.  Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.  Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the

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Chairman, of the Board of Directors, the President or the Secretary of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.  Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as it shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.  Chairman of the Board of Directors.  Where there is a Chairman of the Board of Directors he shall be an officer and a director; and he may be the Chief Executive Officer of the Corporation and as such may have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The Chairman or his designee shall have full power and authority to case any votes which the Corporation is entitled to cast as a shareholder of another corporation.  Where there is no Chairman of the Board, or he is unable to discharge his duties, the powers of the Chairman shall be vested in the Vice Chairman, or, if none exists, in the President.  The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present.

Section 9.  Vice Chairman of the Board of Directors.  The Vice Chairman shall be a director and may be the Chief Executive Officer of the Corporation.  In general, he shall perform all duties incident to the office of Vice Chairman and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.  In the absence of the Chairman of the Board of Directors, the Vice Chairman shall act in his place with all the power thereof.

Section 10.  Chief Executive Officer and/or President.  The Chief Executive Officer and/or President shall be a director and may be the Chief Executive Officer, the Chief Operating Officer or

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the President of the Corporation.  In general, he or they shall perform all duties incident to the office of Chief Executive Officer and/or President and such other duties as may from time to time be designated to him or them by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him or them elsewhere in these By-Laws.

Section 11.  The Vice-Presidents.  The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 12.  Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive and receipt for money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman, or where there is none, by the Vice Chairman or the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 13.  Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and

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filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors or by a Chairman or, if there is none, by the Vice Chairman or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 14.  Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman, or where there is none, by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.  Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.  Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman of the Board, the Vice President, the President or any Vice President and by the Secretary or any Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, provided that such signatures may be facsimiles on any certificate countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any

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threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suite was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.  To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by

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him in connection therewith.

Section 4.  Any indemnification under Section 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.  Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.  The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII.  MISCELLANEOUS

Section 1.  Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Delaware,” and shall be in such form as may be approved by the Board of Directors.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.  Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.  Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.  Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.  Contracts, etc., How Executed.  In addition to the Chairman, the Vice Chairman and the Chief Executive Officer and/or President, those officers who are designated by resolution

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of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.  Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.  Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the Chairman and/or the Vice Chairman of the Board of Directors and/or the Chief Executive Officer and/or President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the Chairman and/or the Vice Chairman of the Board of Directors and/or the Chief Executive Officer and/or President may themselves attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

Section 9.  Notices.  Whenever under the provision of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, or by delivery to a telegraph company, addressed to such director or stockholder at such address as appears on the books of the Corporation, or, in default of other address, to such director or stockholder at the General Post Office in the City of Bethesda, Maryland, and such notice shall be deemed to be given at the time when the same shall be thus mailed or delivered to a telegraph company.

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Section 10.  Waivers of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII.  AMENDMENTS

Section 1.  By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.  By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

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EX-3.29

Exhibit 3.29

CERTIFICATE OF INCORPORATION

OF

HANGER PROSTHETICS & ORTHOTICS EAST, INC.

as amended through April 19, 2000

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST:  The name of the corporation (hereinafter called the “Corporation”) is Hanger Prosthetics & Orthotics East, Inc.

SECOND:  The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD:  The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $.01 par value per share.

FIFTH:  Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.

SIXTH:  The Corporation shall indemnify and hold harmless any director, officer, employee or agent of the Corporation from and against any and all expenses and liabilities that may be imposed upon or incurred by him in connection with, or as a result of, any proceeding in which he may become involved, as a party or otherwise, by reason of the fact that he is or was such a director, officer, employee or agent of the Corporation, whether or not he continues to be such at the time such expenses and liabilities shall have been imposed or incurred, to the extent permitted by the laws of the State of Delaware, as they may be amended form time to time.

SEVENTH:  In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

EIGHTH:  Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application

of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH:  Except as otherwise required by the laws of the State of Delaware, the stockholders and Directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-laws, or by resolution of the stockholders or Directors.  Elections of Directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

TENTH:  The Corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH:  Except as otherwise provided by the laws of the State of Delaware, as they may be amended from time to time, a director of the Corporation shall not have personal liability to the Corporation or to any of the Corporation’s stockholders for monetary damages for breach of fiduciary duty as a director of the Corporation.

TWELFTH:  The name and address of the incorporator is Andrew J. Beck, 437 Madison Avenue, New York, New York 10022.

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EX-3.30

Exhibit 3.30

AMENDED AND RESTATED

BY-LAWS

OF

HANGER PROSTHETICS & ORTHOTICS EAST, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware, as the Board of Directors may designate in calling such meeting.  Each special meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware, as the person or persons calling the special meeting may designate.

Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons

calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on a plan of merger or consolidation, in which event such notice shall be mailed not less than twenty (20) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and

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questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any stockholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, arranged in

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alphabetical order, with the address of and the number of shares held by each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, either at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, or, if not so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than sixty (60) nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to

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vote at the meeting.

Section 13.Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Every written consent shall bear the date of signature of each stockholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of stockholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the

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transaction upon its books.

Section 17.Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after three (3) years from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Delaware law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed

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by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time by resolution determine, or (unless contrary to a resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

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Section 11.Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled, at a meeting called for such purpose, by vote of the stockholders.

Section 14.Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

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Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof

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by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.                     The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the

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stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

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ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a

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quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Delaware,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and

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when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.                     Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the

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holder of such stock or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

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EX-3.31

Exhibit 3.31

ARTICLES OF INCORPORATION

OF

HANGER PROSTHETICS & ORTHOTICS WEST, INC.

as amended through April 19, 2000

I

The name of this corporation is Hanger Prosthetics & Orthotics West, Inc.

II

The purposes of this corporation are:

(a)Primarily to engage in the specific business of manufacture, sale and service of orthotic and prosthetic devices and hospital equipment.

(b)To engage in any business related or unrelated to that described in Clause (a) of this Article II and from time to time authorized or approved by the Board of Directors of this corporation.

(c)To act as partner or joint venturer or in any other legal capacity in any transaction.

(d)To do business anywhere in the world.

(e)To have and exercise all rights and powers from time to time granted to a corporation by law.

The above purposes clauses shall not be limited by reference to or inference from one another, but each such purpose clause shall be construed as a separate statement conferring independent purposes and powers upon the corporation.

III

The county in the State of California where the principal office for the transaction of the business of the corporation is located in the County of Los Angeles.

IV

(a)The number of Directors of this Corporation shall be set forth in the By-Laws.

V

The total number of shares which the Corporation is authorized to issue is 5,000,000.  The aggregate par value of said shares is $500,000 and the par value of each share is 10 cents.  No distinction shall exist between the shares of this Corporation or the holders thereof.  This Amendment shall have no effect on the outstanding shares of the Corporation other than to change such shares from a par value of $1 per share to 10 cents per share.

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EX-3.32

Exhibit 3.32

AMENDED AND RESTATED BYLAWS

OF

HANGER PROSTHETICS & ORTHOTICS WEST, INC.

(a California corporation)

ARTICLE I.  OFFICES

Section 1.01  Principal Offices.

The Board of Directors (“Board”) shall fix the location of the principal executive office of the corporation at any place within or outside the State of California, and shall have full power and authority to change the location of such office and designate other principal business offices within or outside the State of California.

Section 1.02   Other Offices.

The Board or the officers may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II.  MEETINGS OF SHAREHOLDERS

Section 2.01  Place of Meetings.

Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board.  In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2.02  Annual Meeting.

The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board.  At each annual meeting directors shall be elected, and any other proper business may be transacted.  The date so designated shall be within four (4) months after the end of the fiscal year of the corporation and within fifteen (15) months after the last annual meeting.

Section 2.03  Special Meeting.

(a)           A special meeting of the shareholders may be called at any time by the Board, the chairman of the Board, the president or shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at the meeting.

(b)           If a special meeting is called by any person or persons other than the Board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by

registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice president, or the secretary of the Corporation.  The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 3 and 4 of this Article, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.  If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice.  Nothing contained in subsection shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board may be held.

Section 2.04  Notice of Shareholders’ Meeting.

(a)           All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting.  The notice shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, or (b) in the case of the annual meeting, those matters which the Board, at the time of giving the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

(b)           If action is proposed to be taken at any meeting for approval of: (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code; (ii) indemnification of an agent, pursuant to Section 317 of the California Corporations Code; (iii) a conversion of the corporation pursuant to Section 1152 of the California Corporations Code; (iv) a reorganization of the corporation pursuant to Section 1201 of the California Corporations Code; or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares pursuant to Section 2007 of the California Corporations Code, the notice shall also state the nature of that proposal.

Section 2.05  Manner of Giving Notice.

(a)           Notice of any meeting of shareholders shall be given either personally or by first-class mail or other means of written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice.  If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or other means of written communication to the corporation’s principal executive office, or by publication at least once in a newspaper of general circulation in the county where that office is located.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

(b)           If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the

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United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

Section 2.06  Quorum.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.07  Adjourned Meeting; Notice.

(a)           Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting.

(b)           When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board shall set a new record date.  Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article.  At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.08  Voting.

(a)           The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article, subject to the provisions of Sections 702 to 704, inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun.  On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative

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vote of the majority of the shares represented at the meeting and entitled to vote on any matter

(other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California Corporations Code or by the Articles of Incorporation.

(b)           At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes.  If any shareholder has given such a notice, then every shareholder that is entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit.  The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 2.09  Waiver of Notice or Consent by Absent Shareholders.

(a)           The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article, the waiver of notice or consent shall state the general nature of the proposal.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(b)           Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 2.10  Shareholder Action by Written Consent Without a Meeting.

(a)           Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.  In the case of the election of directors, such a consent shall be effective only if signed by the holders of all

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outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.  All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records.  Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

(b)           If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.  This notice shall be given in the manner specified in Section 4 of this Article.  In the case of approval of: (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code; (ii) indemnification of an agent, pursuant to Section 317 of the California Corporations Code; (iii) a conversion of the corporation pursuant to Section 1152 of the California Corporations Code; (iv) a reorganization of the corporation, pursuant to Section 1201 of the California Corporations Code; or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares pursuant to Section 2007 of the California Corporations Code the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 2.11  Record Date for Shareholder Notice, Voting and Giving Consents.

(a)           For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed who are entitled to vote are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California Corporations Code.

(b)           If the Board does not so fix a record date:

(1)           The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(2)           The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting (1) when no prior action by the

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Board has been taken, shall be the day on which the first written consent is given, or (2)  when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action.

Section 2.12  Proxies.

A shareholder may enter into voting trusts, proxies or any other arrangement vesting authority to exercise the voting power of any or all of his or her shares only with a current shareholder or shareholders of this corporation who are not “disqualified persons,” as such term is defined in these Bylaws and in applicable law.  Any voting trust, proxy or other voting arrangement with any person who is not a shareholder of this corporation shall be void and of no force or effect whatsoever.

Section 2.13  Inspectors of Election.

(a)           Before any meeting of shareholders, the Board may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment.  If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting.  The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy, appoint a person to fill that vacancy.

(b)           These inspectors shall:

(1)           Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(2)           Receive votes, ballots, or consents;

(3)           Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(4)           Count and tabulate all votes or consents;

(5)           Determine when the polls shall close;

(6)           Determine the result; and

(7)           Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

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ARTICLE III.  DIRECTORS

Section 3.01  Powers.

Subject to the limitations of the Articles of Incorporation, these Bylaws and the California Corporations Code relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board, subject to override by a majority of the full Board. The Board may delegate management of the day-to-day operation of the business of the corporation to a management company or other persons, provided that the business and affairs of the corporation shall remain and all corporate powers shall be exercised under the ultimate direction and control of the Board.  Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

(1)           To select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service;

(2)           To change the principal executive office of the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings;

(3)           To adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates;

(4)           To authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received; and

(5)           To borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 3.02  Number and Qualification of Directors.

The authorized number of directors shall be two (2).  If the number of authorized directors is changed by action or written consent of the shareholders or amendment to these Bylaws, the number of directors shall not be less than two (2) unless all of the shares of the corporation are owned of record by one (1) shareholder, in which case the number of directors may be less than two (2) but not less than the number of shareholders.  Any action or consent of

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the shareholders increasing the number of directors in compliance with Section 212 of the California Corporations Code shall be deemed an amendment to these Bylaws with respect to the change in the authorized number of directors.

Section 3.03  Election and Term of Office of Directors.

Directors shall be elected at each annual meeting of the shareholders and shall hold office until the expiration of the terms for which elected and until a successor has been elected and qualified.

Section 3.04  Vacancies.

(a)           Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote.  Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

(b)           A vacancy or vacancies in the Board shall be deemed to exist in the event of the death, resignation, or removal of any director, or in the event any director becomes a “disqualified person,” as such term is defined herein, or if the Board by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

(c)           The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

(d)           Any director may resign effective on giving written notice to the president, the secretary, or the Board, unless the notice specifies a later time for that resignation to become effective.  If the resignation of a director is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective.

(e)           No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.05  Removal of Directors.

The entire Board or any individual director may be removed from office as provided by Sections 303 and 304 of the California Corporations Code.

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Section 3.06  Place of Meetings and Meetings by Telephone or Other Communications Equipment.

Regular meetings of the Board may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board.  In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation.  Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation.  Any meeting, regular or special, may be held by conference telephone, electronic video screen communication or other communication equipment. Participation through use of conference telephone constitutes presence in person at the meeting as long as all directors participating in the meeting can hear one another. Participation through use of electronic video screen communication or other communication equipment constitutes presence in person at the meeting as long as: (i) each member participating in the meeting can communicate with all other members concurrently, and (ii) each member is provided the means of participating in all matters before the board including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation, and (iii) the corporation adopts and implements some means of verifying both that (A) a person participating in the meeting is a director or other person entitled to participate in the board meeting, and (B) all actions of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.

Section 3.07  Annual Meeting.

Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business.  Notice of this meeting shall not be required.

Section 3.08  Other Regular Meetings.

Other regular meetings of the Board shall be held without call at such time as shall from time to time be fixed by the Board.  Such regular meetings may be held without notice.

Section 3.09  Special Meetings.

(a)           Special meetings of the Board for any purpose or purposes may be called at any time by the chair of the board, if there is such an officer, the president or any vice president or the secretary or any two (2) directors.

(b)           Notice of the time and place of special meetings shall be delivered personally or by telephone, including to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation.  In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  In case the notice is delivered personally, or by telephone, including voice message system or other system or technology

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designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, it shall be delivered at least forty-eight (48) hours before the time of the holding of the meeting. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.10  Quorum.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by the Articles of Incorporation or these Bylaws, and subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a director  has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 3.11  Waiver of Notice.

The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 3.12  Adjournment.

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 3.13  Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 9 of this Article, to the directors who were not present at the time of the adjournment.

Section 3.14  Fees and Compensation of Directors.

Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses, as may be fixed or determined by resolution

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of the Board. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.

Section 3.15  Action Without Meeting.  Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the Board.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

ARTICLE IV.  COMMITTEES

Section 4.01  Committees of Directors.

(a)           The Board may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(1)           The approval of any action which, under the California Corporations Code, also requires shareholders’ approval or approval of the outstanding shares;

(2)           The filling of vacancies on the Board or in any committee;

(3)           The fixing of compensation of the directors for serving on the Board or on any committee;

(4)           The amendment or repeal of these Bylaws or the adoption of new Bylaws;

(5)           The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(6)           A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board; or

(7)           The appointment of any other committees of the Board or the members of these committees.

(b)           Each such committee shall be designated an Executive Committee or by such other name as the Board shall specify.  Committees shall have the power to act only between meetings of the Board.  Consistent with these Bylaws, the Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted.  In the

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absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted.  Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board.  Minutes shall be kept of each meeting of each committee.

Section 4.02  Meetings and Action of Committees.

Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article IV of these Bylaws, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, as provided therein and in Section 1 of this Article.

ARTICLE V.  OFFICERS

Section 5.01  Officers.

The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the Board, a chairman, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article.  Any number of offices may be held by the same person.

Section 5.02  Election of Officers.

The officers of the corporation shall be chosen by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

Section 5.03  Subordinate Officers.

The Board may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board may from time to time determine.  The Board may delegate to the president or any other officer or committee the power to appoint any such subordinate offices, committees or agents, to specify their duty and authority, and to determine their compensation.

Section 5.04  Removal and Resignation of Officers.

(a)           Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.  Removal with cause shall require a simple majority agreement of a quorum of directors at a duly called meeting, or a majority of all directors then in office if such action is by written consent of directors

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without a meeting.  Adequate cause for removal includes those instances where an officer is declared of unsound mind by a final order of a court, is convicted of a felony, fails to attend at least seventy-five percent (75%) of the Board meetings held each year or fails to attend three (3) consecutive Board meetings.  Removal without cause shall require a simple majority agreement of all directors then in office.

(b)           Any officer may resign at any time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5.05  Vacancies in Office.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

Section 5.06  Chairman of the Board.

The chairman of the Board, if there is such an officer, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or prescribed by the Bylaws.  If there is no president, the chairman shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.

Section 5.07  President.

Subject to such supervisory powers, if any, as may be given by the Board to the chairman, if there is such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board, have general supervision, direction, and control of the business and the officers of the corporation. The president shall preside at all meetings of the shareholders and, in the absence of the chairman, or if there be none, at all meetings of the Board.  The president shall have the general powers and duties of management usually vested in the office of the president of a corporation, and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 5.08  Vice Presidents.

In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or the Bylaws, and the president, or the chairman.

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Section 5.09  Secretary.

(a)           The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

(b)           The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

(c)           The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board required by the Bylaws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.

Section 5.10  Treasurer.

(a)           The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.  The books of account shall at all reasonable times be open to inspection by any director.

(b)           The treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board.  He shall disburse the funds of the corporation as may be ordered by the Board, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS

Section 6.01  Indemnification.

The corporation shall, to the maximum extent permitted by the applicable law and the California Corporations Code, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.  For purposes of this Section, an “agent” of the corporation includes any person who is or was a

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director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 6.02  Advances and Insurance.

Subject to any limitations or restriction found in applicable law, the corporation shall have the power to advance funds to an agent or agents for expenses to be incurred in defending any proceeding prior to the final disposition of such proceeding.  Further, the corporation shall purchase and maintain insurance on behalf of its agents against any liability asserted against or incurred by such agents in such capacity or arising out of their status as such, whether or not the corporation would have the power to indemnify its agents against such liability.

ARTICLE VII.  RECORDS AND REPORTS

Section 7.01  Maintenance and Inspection of Share Register.

(a)           The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

(b)           A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation shall have the absolute right to:

(1)           Inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days’ prior written demand on the corporation; and

(2)           Obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand.

(c)           This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.  The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  Any

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inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 7.02  Maintenance and Inspection of Bylaws.

The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 7.03  Maintenance and Inspection of Other Corporate Records.

The accounting books and records and minutes of proceedings of the shareholders and the Board and any committee or committees of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the corporation.  The minutes shall be kept in written form and accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.  The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.  These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 7.04  Inspection by Directors.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 7.05  Annual Report to Shareholders.

The obligation to provide an annual report to shareholders, as described in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 7.06  Financial Statements.

A copy of any annual financial statement and any income statement of the corporation for any period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each

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such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement.

ARTICLE VIII.  GENERAL CORPORATE MATTERS

Section 8.01  Record Date for Purposes Other Than Notice and Voting.

(a)           For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

(b)           If the Board does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 8.02  Checks, Drafts, Evidences of Indebtedness.

All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.

Section 8.03  Execution of Corporate Contracts and Instruments.

The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 8.04  Certificates for Shares.

A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid.  All certificates shall be signed in the name of the corporation by the president and by the treasurer or an assistant

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treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be by facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05  Lost Certificates.

Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and canceled at the same time.  The Board may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claims that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 8.06  Representation of Shares of Other Corporations.

The chairman, if there is such an officer, the president, or any vice president, or any other person authorized by resolution of the Board or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 8.07  Construction and Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law, as set forth in the California Corporations Code, as amended from time to time, shall govern the construction of these Bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

Section 8.08  Corporate Seal.

The Board may adopt a corporate seal which shall have inscribed thereon the name of the corporation, the date of its incorporation and the word “California.”

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ARTICLE IX.  AMENDMENTS

Section 9.01  Amendment by Shareholders.

New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 9.02  Amendment by Directors.

Subject to the rights of the shareholders as provided in Section 1 of this Article, any Article or Section thereof in these Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the Board.

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EX-3.33

Exhibit 3.33

ARTICLES OF INCORPORATION

OF

HATTINGH HOLDINGS, INC.

Article I

Name

The name of this Corporation shall be Hattingh Holdings, Inc.

Article II

Purpose

The general nature of the business of the Corporation and the objects and purposes proposed to be transacted, promoted, and carried on by it are:

(a)          To provide prosthetic and orthotic services and devices to patients; and

(b)          To transact any or all lawful business for which corporations may be incorporated under Chapter 23B.03 of the Revised Code of Washington.

Article III

Shares

The corporation is authorized to issue 50,000 shares of common stock, without par value.

Article IV

Actions by Consent

Pursuant to RCW 23B.07.040, action may be taken without a vote and without a meeting if the action is taken by shareholders entitled to vote holding not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted. If action is taken by less than unanimous consent, written notice of the action complying with RCW 23B.07.040 shall be given to nonconsenting shareholders, and except as otherwise provided by RCW23B.07.040, the action shall be effective the earlier of the day after written notice is delivered to all nonconsenting shareholders or three days after written notice is mailed to all nonconsenting shareholders.

Article V

Voting Requirements

Pursuant to RCW 23B10.030(5), RCW 23B 11.030(5) and RCW 23B12.020(5), all matters thereunder requiring approval by a greater than majority vote by the Shareholders shall be authorized if approved by a majority of all the votes entitled to vote on the matter or transaction.

Article VI

Registered Agent

The registered agent of this Corporation and the street address of the registered office of this Corporation are as follows:

	Registered Office Street
Registered Agent	and Mailing Address
SC&B Services, Inc.	999 Third Avenue, Suite 3000
	Seattle, WA 98104-4088

Article VII

Preemptive Rights

Shareholders of this Corporation shall not have preemptive rights to acquire additional shares issued by this Corporation.

Article VIII

Cumulative Voting

Shareholders of this Corporation shall not have cumulative voting rights for electing directors.

Article IX

Directors

1. Name and Number. The number of directors of this Corporation and the manner in which such directors are to be elected shall be as set forth in the bylaws. The name and address of the initial director is as follows:

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Name	Address
Jan Hattingh	600 Broadway, Suite 190
	Seattle, WA 98122

2. Limitation on Liability. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for:

(a)           Acts or omissions involving intentional misconduct by the director or knowing violation of law by the director;

(b)           Conduct violating RCW 23B.08.310 (which involves certain distributions by the Corporation); or

(c)           Any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.

If the Washington Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Washington Business Corporation Act, as so amended. Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification.

Article X
Indemnification

The Corporation shall indemnify and advance expenses to its directors, officers, agents, and employees as follows:

1. Directors. The Corporation shall indemnify its directors to the full extent permitted by the Washington Business Corporation Act now or hereafter in force, without regard to the limitations in RCW 23B.08.510 through RCW 23B.08.550. However, such indemnity shall not apply on account of: (a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law; (b) conduct of the director finally adjudged to be in violation of RCW 238.08.310; or (c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled.

The Corporation shall advance the reasonable expenses, including attorneys’ fees incurred by the director pursuant to the terms set forth in the Bylaws, or in a separate directors resolution or contract.

2.              Officers. The Corporation shall indemnify and advance expenses to an officer who is not a director to the same extent as a director.

3.             Agents and Employees. The Corporation shall have the power to indemnify and advance expenses to agents and employees of the Corporation who are not directors or officers, to such extent as may be permitted by the Washington Business Corporation Act now or hereafter in force, and as provided in the Bylaws or in a separate directors’ resolution or contract.

4.             Implementation. The Board of Directors may take such action as is necessary to carry out these indemnification and expense advancement provisions. It is expressly empowered to adopt, approve, and amend from time to time such Bylaws, resolutions, contracts, or further indemnification and expense advancement arrangements as may be permitted by law, implementing these provisions. Such Bylaws, resolutions, contracts, or further arrangements shall include but not be limited to implementing the manner in which determinations as to any indemnity or advancement of expenses shall be made.

5.             Survival of Indemnification Rights. No amendment or repeal of this Article shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

Article XI Incorporator

The name and address of the incorporator is Bryan P. Coluccio, 999 Third Avenue, Suite 3000, Seattle, Washington 98104-4088.

IN WITNESS WHEREOF, the incorporator hereinabove named has executed these Articles of Incorporation this 7th day of June, 1999.

/s/ Bryan P. Coluccio

Bryan P. Coluccio, Incorporator

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EX-3.34

Exhibit 3.34

AMENDED AND RESTATED

BY-LAWS

OF

HATTINGH HOLDINGS, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center, Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Washington, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Washington, as the Board of Directors may designate in calling such meeting.

Section 4.Notice of Meetings.  Written notice of each annual and each special

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meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on a plan of merger or consolidation, in which event such notice shall be mailed not less than fifteen (15) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or

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inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies,and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any stockholder or his proxy present

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and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, either at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, or, if not so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than sixty (60) nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

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Section 12.Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Every written consent shall bear the date of signature of each stockholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation by delivery to its registered office in the State of Washington, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of stockholders meetings are recorded.

Section 14.Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The President or any Vice-President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity

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against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven (11) months from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Washington.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Washington law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either

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with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Washington as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is

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to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the stockholders.

Section 14.Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given

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by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Other Officers.  The Board of Directors may from time to time establish

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offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President or Secretary of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.                     The Vice-Presidents.  The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

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Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors,or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including

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the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in

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which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified,

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continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Washington,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those

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officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.                     Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

Section 9.                     Notices.  Whenever under the provision of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, or by delivery to a telegraph company, addressed to such director or stockholder at such address as appears on the books of the Corporation, or, in default of other address, to such director or stockholder at the General Post Office in the City of Bethesda, Maryland, and such notice shall be deemed to be given at the time when the same shall be thus mailed or delivered to a telegraph company.

Section 10.                   Waivers of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

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EX-3.35

Exhibit 3.35

ARTICLES OF INCORPORATION

OF

Inline Orthotic and Prosthetic Systems

I.

The name of this corporation is Inline Orthotic and Prosthetic Systems.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in the State of California of this corporation’s initial agent for service of process is: Herbert J. Barrack, Jr., 5161 Avenida Playa Cancun, San Diego, CA 92124

IV.

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000.

V.

The initial directors of this corporation are:

Herbert J. Barrack, Jr.	5161 Avenida Playa Cancun
	San Diego. CA 92124
Stephannie A. Barrack	5161 Avenida Playa Cancun
	San Diego. CA 92124
	/s/ Herbert J. Barrack, Jr.
	Herbert J. Barrack, Jr.
	/s/ Stephannie A. Barrack
	Stephannie A. Barrack

The undersigned, being all the persons named above as the initial and authorized fixed number of directors, declare that they are the persons who executed the foregoing Articles of Incorporation, and that this instrument is the act and deed of the undersigned.

/s/ Herbert J. Barrack, Jr.

Herbert J. Barrack, Jr.

/s/ Stephannie A. Barrack

Stephannie A. Barrack

EX-3.36

Exhibit 3.36

AMENDED AND RESTATED

BYLAWS

OF

INLINE ORTHOTIC AND PROSTHETIC SYSTEMS

(a California corporation, hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.01  Principal Offices.

The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place, within or outside the State of California, as the Board of Directors of the Corporation (the “Board”) may designate.

Section 1.02   Other Offices.

In addition to the principal office of the Corporation, the Board or the officers may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II.  MEETINGS OF SHAREHOLDERS

Section 2.01  Place of Meetings.

Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board.  In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2.02  Annual Meeting.

The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board.  At each annual meeting directors shall be elected, and any other proper business may be transacted.  The date so designated shall be within four (4) months after the end of the fiscal year of the corporation and within fifteen (15) months after the last annual meeting.

Section 2.03  Special Meeting.

(a)           A special meeting of the shareholders may be called at any time by the Board, the chairman of the Board, the president or shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at the meeting.

(b)           If a special meeting is called by any person or persons other than the Board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice president, or the secretary of the Corporation.  The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 3 and 4 of this Article, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.  If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice.  Nothing contained in subsection shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board may be held.

Section 2.04  Notice of Shareholders’ Meeting.

(a)           All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting.  The notice shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, or (b) in the case of the annual meeting, those matters which the Board, at the time of giving the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

(b)           If action is proposed to be taken at any meeting for approval of: (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code; (ii) an amendment of the Articles of Incorporation pursuant to Section 902 of the California Corporations Code; (iii) a conversion of the corporation pursuant to Section 1152 of the California Corporations Code; (iv) a reorganization of the corporation pursuant to Section 1201 of the California Corporations Code; (v) a voluntary dissolution of the corporation pursuant to Section 1900 of the California Corporations Code; or (vi) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares pursuant to Section 2007 of the California Corporations Code, the notice shall also state the nature of that proposal.

Section 2.05  Manner of Giving Notice.

(a)           Notice of any meeting of shareholders shall be given either personally or by first-class mail or other means of written communication, charges prepaid,

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addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice.  If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or other means of written communication to the corporation’s principal executive office, or by publication at least once in a newspaper of general circulation in the county where that office is located.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

(b)           If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

Section 2.06  Quorum.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.07  Adjourned Meeting; Notice.

(a)           Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting.

(b)           When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board shall set a new record date.  Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article.  At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

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Section 2.08  Voting.

(a)           The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article, subject to the provisions of Sections 702 to 704, inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun.  On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by California Corporations Code or by the Articles of Incorporation.

(b)           At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes.  If any shareholder has given such a notice, then every shareholder that is entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit.  The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 2.09  Waiver of Notice or Consent by Absent Shareholders.

(a)           The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article, the waiver of notice or consent shall state the general nature of the proposal.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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(b)           Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 2.10  Shareholder Action by Written Consent Without a Meeting.

(a)           Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.  In the case of the election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.  All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records.  Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

(b)           If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.  This notice shall be given in the manner specified in Section 4 of this Article.  In the case of approval of: (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code; (ii) an amendment of the Articles of Incorporation pursuant to Section 902 of the California Corporations Code; (iii) a conversion of the corporation pursuant to Section 1152 of the California Corporations Code; (iv) a reorganization of the corporation, pursuant to Section 1201 of the California Corporations Code; (v) a voluntary dissolution of the corporation pursuant to Section 1900 of the California Corporations Code; or (vi) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares pursuant to Section 2007 of the California Corporations Code the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 2.11  Record Date for Shareholder Notice, Voting and Giving Consents.

(a)           For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less

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than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed who are entitled to vote are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California Corporations Code.

(b)           If the Board does not so fix a record date:

(1)           The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(2)           The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting (1) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (2) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action.

Section 2.12  Proxies.

A shareholder may enter into voting trusts, proxies or any other arrangement vesting authority to exercise the voting power of any or all of his or her shares only with a current shareholder or shareholders of this corporation who are not “disqualified persons,” as such term is defined in these Bylaws and in applicable law.  Any voting trust, proxy or other voting arrangement with any person who is not a shareholder of this corporation shall be void and of no force or effect whatsoever.

Section 2.13  Inspectors of Election.

(a)           Before any meeting of shareholders, the Board may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment.  If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting.  The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy, appoint a person to fill that vacancy.

(b)           These inspectors shall:

(1)           Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

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(2)           Receive votes, ballots, or consents;

(3)           Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(4)           Count and tabulate all votes or consents;

(5)           Determine when the polls shall close;

(6)           Determine the result; and

(7)           Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III.  DIRECTORS

Section 3.01  Powers.

Subject to the limitations of the Articles of Incorporation, these Bylaws and the California Corporations Code relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board, subject to override by a majority of the full Board. The Board may delegate management of the day-to-day operation of the business of the corporation to a management company or other persons, provided that the business and affairs of the corporation shall remain and all corporate powers shall be exercised under the ultimate direction and control of the Board.  Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

(1)           To select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service;

(2)           To change the principal executive office of the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings;

(3)           To adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates;

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(4)           To authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible or intangible property actually received; and

(5)           To borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 3.02  Number and Qualification of Directors.

The authorized number of directors shall be two (2). If the number of directors is changed by amendment to these Bylaws, the number of directors shall not be less than two (2) unless all of the shares of the corporation are owned of record by one (1) shareholder, in which case the number of directors may be less than two (2) but not less than the number of shareholders.

Section 3.03  Election and Term of Office of Directors.

Directors shall be elected at each annual meeting of the shareholders and shall hold office until the expiration of the terms for which elected and until a successor has been elected and qualified.

Section 3.04  Vacancies.

(a)           Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote.  Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

(b)           A vacancy or vacancies in the Board shall be deemed to exist in the event of the death, resignation, or removal of any director, or in the event any director becomes a “disqualified person,” as such term is defined herein, or if the Board by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

(c)           The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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(d)           Any director may resign effective on giving written notice to the president, the secretary, or the Board, unless the notice specifies a later time for that resignation to become effective.  If the resignation of a director is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective.

(e)           No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.05  Removal of Directors.

The entire Board or any individual director may be removed from office as provided by Sections 303 and 304 of the California Corporations Code.

Section 3.06  Place of Meetings and Meetings by Telephone or Other Communications Equipment.

Regular meetings of the Board may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board.  In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation.  Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation.  Any meeting, regular or special, may be held by conference telephone, electronic video screen communication or other communication equipment. Participation through use of conference telephone constitutes presence in person at the meeting as long as all directors participating in the meeting can hear one another. Participation through use of electronic video screen communication or other communication equipment constitutes presence in person at the meeting as long as: (i) each member participating in the meeting can communicate with all other members concurrently, and (ii) each member is provided the means of participating in all matters before the board including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation, and (iii) the corporation adopts and implements some means of verifying both that (A) a person participating in the meeting is a director or other person entitled to participate in the board meeting, and (B) all actions of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.

Section 3.07  Annual Meeting.

Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business.  Notice of this meeting shall not be required.

Section 3.08  Other Regular Meetings.

Other regular meetings of the Board shall be held without call at such time as shall from time to time be fixed by the Board.  Such regular meetings may be held without notice.

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Section 3.09  Special Meetings.

(a)           Special meetings of the Board for any purpose or purposes may be called at any time by the chair of the board, if there is such an officer, the president or any vice president or the secretary or any two (2) directors.

(b)           Notice of the time and place of special meetings shall be delivered personally or by telephone, including to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation.  In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  In case the notice is delivered personally, or by telephone, including voice message system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, it shall be delivered at least forty-eight (48) hours before the time of the holding of the meeting. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.10  Quorum.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by the Articles of Incorporation or these Bylaws, and subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a director  has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 3.11  Waiver of Notice.

The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

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Section 3.12  Adjournment.

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 3.13  Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 9 of this Article, to the directors who were not present at the time of the adjournment.

Section 3.14  Fees and Compensation of Directors.

Directors, and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses, as may be fixed or determined by resolution of the Board. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

Section 3.15  Action Without Meeting.  Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the Board.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

ARTICLE IV.  COMMITTEES

Section 4.01  Committees of Directors.

(a)           The Board may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(1)           The approval of any action which, under the California Corporations Code, also requires shareholders’ approval or approval of the outstanding shares;

(2)           The filling of vacancies on the Board or in any committee;

(3)           The fixing of compensation of the directors for serving on the Board or on any committee;

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(4)           The amendment or repeal of these Bylaws or the adoption of new Bylaws;

(5)           The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(6)           A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board; or

(7)           The appointment of any other committees of the Board or the members of these committees.

(b)           Each such committee shall be designated an Executive Committee or by such other name as the Board shall specify.  Committees shall have the power to act only between meetings of the Board.  Consistent with these Bylaws, the Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted.  In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted.  Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board.  Minutes shall be kept of each meeting of each committee.

Section 4.02  Meetings and Action of Committees.

Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article IV of these Bylaws, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, as provided therein and in Section 1 of this Article.

ARTICLE V.  OFFICERS

Section 5.01  Officers.

The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the Board, a chairman, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article.  Any number of offices may be held by the same person.

Section 5.02  Election of Officers.

The officers of the corporation shall be chosen by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

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Section 5.03  Subordinate Officers.

The Board may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board may from time to time determine.  The Board may delegate to the president or any other officer or committee the power to appoint any such subordinate offices, committees or agents, to specify their duty and authority, and to determine their compensation.

Section 5.04  Removal and Resignation of Officers.

(a)           Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.  Removal with cause shall require a simple majority agreement of a quorum of directors at a duly called meeting, or a majority of all directors then in office if such action is by written consent of directors without a meeting.  Adequate cause for removal includes those instances where an officer is declared of unsound mind by a final order of a court, is convicted of a felony, fails to attend at least seventy-five percent (75%) of the Board meetings held each year or fails to attend three (3) consecutive Board meetings.  Removal without cause shall require a simple majority agreement of all directors then in office.

(b)           Any officer may resign at any time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5.05  Vacancies in Office.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

Section 5.06  Chairman of the Board.

The chairman of the Board, if there is such an officer, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or prescribed by the Bylaws.  If there is no president, the chairman shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.

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Section 5.07  President.

Subject to such supervisory powers, if any, as may be given by the Board to the chairman, if there is such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board, have general supervision, direction, and control of the business and the officers of the corporation. The president shall preside at all meetings of the shareholders and, in the absence of the chairman, or if there be none, at all meetings of the Board.  The president shall have the general powers and duties of management usually vested in the office of the president of a corporation, and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 5.08  Vice Presidents.

In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or the Bylaws, and the president, or the chairman.

Section 5.09  Secretary.

(a)           The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

(b)           The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

(c)           The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board required by the Bylaws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.

Section 5.10  Treasurer.

(a)           The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts,

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disbursements, gains, losses, capital, retained earnings, and shares.  The books of account shall at all reasonable times be open to inspection by any director.

(b)           The treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board.  He shall disburse the funds of the corporation as may be ordered by the Board, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS

Section 6.01  Indemnification.

The corporation shall, to the maximum extent permitted by the applicable law and the California Corporations Code, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.  For purposes of this Section, an “agent” of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 6.02  Advances and Insurance.

Subject to any limitations or restriction found in applicable law, the corporation shall have the power to advance funds to an agent or agents for expenses to be incurred in defending any proceeding prior to the final disposition of such proceeding.  Further, the corporation shall purchase and maintain insurance on behalf of its agents against any liability asserted against or incurred by such agents in such capacity or arising out of their status as such, whether or not the corporation would have the power to indemnify its agents against such liability.

ARTICLE VII.  RECORDS AND REPORTS

Section 7.01  Maintenance and Inspection of Share Register.

(a)           The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

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(b)           A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation shall have the absolute right to:

(1)           Inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days’ prior written demand on the corporation; and

(2)           Obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand.

(c)           This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.  The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 7.02  Maintenance and Inspection of Bylaws.

The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 7.03  Maintenance and Inspection of Other Corporate Records.

The accounting books and records and minutes of proceedings of the shareholders and the Board and any committee or committees of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the corporation.  The minutes shall be kept in written form and accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.  The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.  These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

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Section 7.04  Inspection by Directors.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 7.05  Annual Report to Shareholders.

The obligation to provide an annual report to shareholders, as described in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 7.06  Financial Statements.

A copy of any annual financial statement and any income statement of the corporation for any period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement.

ARTICLE VIII.  GENERAL CORPORATE MATTERS

Section 8.01  Record Date for Purposes Other Than Notice and Voting.

(a)           For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

(b)           If the Board does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

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Section 8.02  Checks, Drafts, Evidences of Indebtedness.

All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.

Section 8.03  Execution of Corporate Contracts and Instruments.

The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 8.04  Certificates for Shares.

A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid.  All certificates shall be signed in the name of the corporation by the president and by the treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05  Lost Certificates.

Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and canceled at the same time.  The Board may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claims that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

Section 8.06  Representation of Shares of Other Corporations.

The chairman, if there is such an officer, the president, or any vice president, or any other person authorized by resolution of the Board or by any of the foregoing designated

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officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 8.07  Construction and Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law, as set forth in the California Corporations Code, as amended from time to time, shall govern the construction of these Bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

Section 8.08  Corporate Seal.

The Board may adopt a corporate seal which shall have inscribed thereon the name of the corporation, the date of its incorporation and the word “California.”

ARTICLE IX.  AMENDMENTS

Section 9.01  Amendment by Shareholders.

New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 9.02  Amendment by Directors.

Subject to the rights of the shareholders as provided in Section 1 of this Article, any Article or Section thereof in these Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the Board.

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EX-3.37

Exhibit 3.37

CERTIFICATE OF INCORPORATION

OF

INNOVATIVE NEUROTRONICS, INC.

FIRST: The name of the Corporation is Innovative Neurotronics, Inc.

SECOND: The address of the principal office of the Corporation in Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the resident agent of the Corporation in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

THIRD: The nature of the business to be transacted by the Corporation and the purposes for which it is formed are to transact any and all lawful business for which corporations may be incorporated under the Delaware General Corporation Law.

FOURTH: The authorized capital stock of the Corporation shall consist of one thousand (1,000) shares of Common Stock, one cent ($.01) par value per share.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
David S. Sanders	3000 K St., N.W.
	Suite 500
	Washington, D.C. 20007

SEVENTH: Shareholders shall have no preemptive right to acquire unissued shares of the Corporation’s capital stock, treasury shares or securities convertible into such shares. The Board of Directors of the Corporation shall have the power and authority from time to time to authorize the sale of, and to sell, for cash or otherwise, all or any portion of the unissued and/or treasury stock of the Corporation without such stock, or any portion thereof being first offered to the shareholders of the Corporation.

EIGHTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

Any repeal or modification of the foregoing provisions of this Article EIGHTH by the shareholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of each repeal or modification for or with respect to any acts or omissions of a director occurring prior to such repeal or modification.

NINTH: The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify its officers and directors from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of November, 2003.

/s/ David S. Sanders

David S. Sanders

Incorporator

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EX-3.38

Exhibit 3.38

BY-LAWS

OF

INNOVATIVE NEUROTRONICS, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware, as the Board of Directors may designate in calling such meeting.  Each special meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware, as the person or persons calling the special meeting may designate.

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Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on a plan of merger or consolidation, in which event such notice shall be mailed not less than twenty (20) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or

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inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any stockholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

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Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, either at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, or, if not so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than sixty (60) nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be

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given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Every written consent shall bear the date of signature of each stockholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of stockholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to

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 have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after three (3) years from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Delaware law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such

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stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

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Section 10.                   Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.                   Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.                   Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.                   Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the stockholders.

Section 14.                   Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business,

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and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any

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regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.                     The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be

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disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or

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any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be

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indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the

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Corporation, the year of its creation, and the words “Corporate Seal, Delaware,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

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Section 8.                     Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

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EX-3.39

Exhibit 3.39

ARTICLES OF ORGANIZATION

OF

LINKIA, LLC

The undersigned, with the intention of creating a Maryland Limited Liability Company files the following Articles of Organization:

FIRST:            The name of the Limited Liability Company (hereinafter, the “Company”) is: Linkia, LLC.

SECOND:       The purpose for which the Company is filed is as follows: the business of orthotics and prosthetics managed care and any and all lawful business for which limited liability companies may be organized under the laws of the State of Maryland.

THIRD:          The address of the Company is Two Bethesda Metro Center, Suite 1200, Bethesda, Maryland 20814.

FOURTH:      The resident agent of the Company is The Corporation Trust Incorporated, whose address is 300 E. Lombard Street, Baltimore, Maryland 21202.

FIFTH:           The sole organizer of the Company is David S. Sanders, a natural person at least eighteen (18) years old, whose address is 19338 Ranworth Drive, Germantown, Maryland 20874.

SIXTH:           The Company shall be managed by one or more managers, who may or may not be members of the Company. The rights, powers, duties and obligations of the Company’s manager or managers shall be set forth in the Company’s operating agreement. The initial manager or managers of the Company shall be as set forth in the Company’s operating agreement. The Company may admit new members as provided in the Company’s operating agreement.

Executed this 1st day of March, 2004.

LINKIA, LLC

BY:

/s/ David S. Sanders

David S. Sanders

Organizer

EX-3.40

Exhibit 3.40

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

LINKIA, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF LINKIA, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is entered into this 1st day of March, 2004, by Hanger Orthopedic Group, Inc., a Delaware corporation (the “Member”).

ARTICLE 1

FORMATION

Section 1.1             Name.

The name of the limited liability company is “Linkia, LLC” (the “Company”), and all business of the Company shall be conducted under that name or under any other name approved by the Manager (as defined herein), but in any case, only to the extent permitted by applicable law.

Section 1.2             Registered Agent and Office.

The Company’s resident agent for service of process and registered office shall be The Corporation Trust Incorporated.  The address of the Corporation’s resident office in the State of Maryland is The Corporation Trust Incorporated, 300 E. Lombard Street, Baltimore, Maryland 21202.  The Manager may, from time to time, pursuant to Section 4A-210 of the Maryland Limited Liability Company Act (the “Act”), change the registered agent or office.

Section 1.3             Business Purpose.

The business purpose of the Company shall be the business of orthotics and prosthetics managed care, and any other lawful business or activity permitted by the Act.  Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.4             Term.

The term of the Company shall be perpetual until dissolved in accordance with this Agreement.

ARTICLE 2

MANAGERS

Section 2.1             Management.

(a)           The management of the Company shall be vested in one or more Managers.  The Manager may at his discretion, delegate such powers and duties to officers and employees of the Company as he deems fit.

(b)           The Manager shall have authority to conduct all ordinary business, as described in Section 1.3 of this Agreement, on behalf of the Company, in accordance with the Act and may execute and deliver on behalf of the Company any contract, conveyance, note or similar document; provided, however, that without the consent of the Member, the Manager shall not have the authority to:

(i)do any act in contravention of this Agreement;

(ii)admit new Members to the Company;

(iii)issue additional equity interests in the Company or options therefor;

(iv)amend this Agreement or the Articles of Organization of the Company;

(v)do any act which would make it impossible to carry on the ordinary business of the Company;

(vi)enter into or vary any transaction or agreement between the Company and an affiliate of the Company;

(vii)create, incur, assume or guarantee any indebtedness, contingent or otherwise, other than trade accounts payable arising in the ordinary course of business;

(viii)create, incur or assume any lien, charge or other encumbrance on any assets of the Company;

(ix)redeem, retire or repurchase any equity interest in the Company;

(x)make any investment except in cash or cash equivalents;

(xi)co-mingle Company funds with funds of the Manager;

(xii)confess a judgment against the Company;

(xiii)merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form;

(xiv)execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws;

(xv)sell or transfer any asset of the Company; or

(xvi)do any other act which requires the consent of a majority or more of the members under the Act.

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Section 2.2             Appointment of Managers.

The Member shall set the number of Managers and shall appoint the Managers.  The initial number of Managers is one and the initial Manager shall be Hanger Orthopedic Group, Inc.  The salary of the Manager, if any, shall be set by the Member.

Section 2.3             Resignation and Removal of Managers.

The Manager shall hold office until such Manager’s successor is appointed by the Member or until such Manager’s earlier resignation, death, dissolution and/or liquidation or removal by the Member.  The Manager may resign at any time upon written notice to the Company, and the Manager may be removed with or without cause by the Member.

ARTICLE 3

MEMBERS/CAPITAL CONTRIBUTION

Section 3.1             Authority of the Member.

The Member shall not, except in its capacity as a Manager or officer, participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company.

Section 3.2             Rights of the Member.

The Member shall have the following rights:

(a)           the Member may elect to dissolve the Company;

(b)           the Member may consent to any actions specifically requiring its consent or approval pursuant to this Agreement or the Act; and

(c)           the Member may take any other action specifically authorized pursuant to this Agreement.

Section 3.3             Cessation Event.

A Member shall cease to be a Member solely upon the occurrence of any one of the events provided in Sections 4A-603, 4A-605 and 4A-606 of the Act.

Section 3.4             Capital Contribution.

The Member shall make an initial contribution in the amount of $1,000.00 within sixty (60) days after the filing of the Articles of Organization with the State Department of Assessments and Taxation.  No interest shall accrue on the capital contribution described in the foregoing sentence and the Member shall not have the right to withdraw or be repaid any contribution to the extent that such withdrawal or repayment would not be permitted under the Act.

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Section 3.5             No Certificates.

The Company shall not issue certificates evidencing the ownership of the Membership Interests by any of its Members.  The Company’s Membership Interests are owned by the Member as set forth on Exhibit A attached hereto, as it may be amended from time to time.  “Membership Interests” shall mean the ownership interests of the respective Members in the Company, which may be expressed as a percentage equal to such Member’s aggregate capital contributions divided by the aggregate capital contributions of all Members.

ARTICLE 4

TITLE TO COMPANY PROPERTY

All property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law, the Member shall have no ownership interest in any Company property in its individual name or right, and the Member’s interest in the Company shall be personal property for all purposes.

ARTICLE 5

SEPARATENESS/OPERATIONS MATTERS

The Company shall:

(a)           maintain books and records and bank accounts separate from those of any other person;

(b)           maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;

(c)           observe all customary organizational and operational formalities;

(d)           hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;

(e)           prepare separate tax returns, if necessary, and separate financial statements;

(f)            allocate and charge fairly and reasonably any common employee or overhead shared with any affiliate;

(g)           transact all business with affiliates on an arms-length basis and pursuant to enforceable agreements;

(h)           conduct business in its own name, and use separate stationery, invoices and checks;

(i)            not commingle its assets or funds with those of any other person; and

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(j)            not assume, guarantee or pay the debts or obligations of any other person.

ARTICLE 6

OFFICERS

The officers of the Company, if any, shall consist of such individuals as may be appointed by the Manager.  Any two or more offices may be held by the same person.  The salary of each officer, if any, shall be set by the Manager.  Each officer shall serve for the term of office for which he is appointed and until his successor has been appointed and has qualified, or his earlier death, resignation, or removal by the Manager.

ARTICLE 7

INDEMNIFICATION AND LIABILITY

Section 7.1             Indemnification

The Company may indemnify the Member, Manager and officers of the Company to the fullest extent authorized pursuant to the Act, with the approval or consent of the Member.

Section 7.2             Liability

To the fullest extent allowable by the Act, the Managers and/or the Members shall have no personal liability to the Company or its Members for damages for any breach of duty in such capacity, provided that this provision shall not eliminate or limit the liability of any Manager if a judgment or final adjudication adverse to him or her establishes (a) that his or her acts or omissions were (i) in bad faith or (ii) involved intentional misconduct or a knowing violation of law; or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

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ARTICLE 8

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF ASSIGNEES

AND ADDITIONAL MEMBERS

Section 8.1             Disposition.

The Member’s interest in the Company is transferable either voluntarily or by operation of law.  The Member may dispose of all or a portion of the Member’s interest.  Notwithstanding any provision of the Act to the contrary and at the discretion of the transferring Member, the transferee of the Member’s interest in the Company may be admitted as a Member upon the completion of the transfer without further action; provided that, if such transfer results in more than one Member, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

Section 8.2             Admission of Additional Members.

Subject to Section 2.1, the Manager may admit additional Members and determine the capital contribution associated therewith, and thereafter, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

ARTICLE 9

DISSOLUTION

Except as otherwise provided in this Article, the Company shall be dissolved only upon election by the Member or in the event of a judicial dissolution as contemplated under Section 4A-903 of the Act.  Dissolution of the Company shall be effective on the date designated by the Member in the event of dissolution by election of the Member.

ARTICLE 10

WINDING UP

Section 10.1           Winding Up.

(a)           Upon dissolution, the Company shall cease carrying on business, as distinguished from the winding up of the Company business, but the Company shall continue to exist until the winding up of the affairs of the Company is completed and the articles of cancellation have been filed with the Maryland State Department of Assessments and Taxation.

(b)           Upon the winding up of the Company, the Company property shall be distributed:

(i)to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of Company liabilities; and

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(ii)thereafter, to the Member.  Such distributions shall be in cash, property other than cash, or partly in both, as determined by the Manager.

ARTICLE 11

GENERAL PROVISIONS

Section 11.1           Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 11.2           Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland.

Section 11.3           Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 11.4           Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 11.5           Agreement; Effect of Inconsistencies with Law.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule.

[The next page is the signature page. ]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement effective as of the date first written above.

.	SOLE MEMBER:
	HANGER ORTHOPEDIC GROUP, INC
	By:	/s/ Thomas F. Kirk
		Thomas F. Kirk, President

Agreement of Manager as of the 1st day of March, 2004.  The undersigned Manager hereby agrees to be the Manager of the Company pursuant to the Limited Liability Company Operating Agreement and hereby agrees to abide by the provisions of the Limited Liability Company Operating Agreement and the Act, to the extent applicable, as they relate to the activities of the Manager and the operation of the Company.

.	MANAGER:
	HANGER ORTHOPEDIC GROUP, INC
	By:	/s/ Thomas F. Kirk
		Thomas F. Kirk, President

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EXHIBIT A

MEMBERSHIP INFORMATION

Member	Capital Contribution		Membership Interest
Hanger Orthopedic Group, Inc.	$	1,000.00	100	%

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EX-3.41

Exhibit 3.41

ARTICLES OF INCORPORATION

OF

NEBRASKA ORTHOTIC & PROSTHETIC SERVICES, INC.

The undersigned, acting as the sole incorporator and for the purpose of forming a corporation under the Business Corporation Act, hereby adopts these Articles of Incorporation.

ARTICLE I.           Name. The name of the Corporation is: NEBRASKA ORTHOTIC & PROSTHETIC SERVICES, INC.

ARTICLE II.          Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is Ten Thousand Shares (10,000) shares, having a par value of $1.00 each, all of which shall be common stock.

ARTICLE III.         Initial Registered Office and Initial Registered Agent. The address of the initial registered office of the Corporation is 1516 1st Avenue, Kearney, NE 68847, and the name of the initial registered agent at such address is Damon T. Bahensky.

ARTICLE IV.         Name and Address of Incorporator. The name and street address of the sole incorporator is:

Damon T. Bahensky

1516 1st Avenue

Kearney, NE 68847

ARTICLE V.          Preemptive Rights. Shareholders of the Corporation shall have preemptive rights.

Dated this 25th day of October, 2000.

/s/ Damon T. Bahensky

Damon T. Bahensky, Sole Incorporator

Form 120
§21-2017 et.seq.	Rev. 12/95

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EX-3.42

Exhibit 3.42

AMENDED AND RESTATED

BY-LAWS

OF

NEBRASKA ORTHOTIC & PROSTHETIC SERVICES, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Nebraska, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Nebraska, as the Board of Directors may designate in calling such meeting.  Each special meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Nebraska, as the person or persons calling the special meeting may designate.

Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons

calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors,

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if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Articles of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any stockholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, either at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to

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Section 4 of this Article II, or, if not so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than seventy (70) days nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Articles of Incorporation or these By-Laws,

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the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Articles of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Every written consent shall bear the date of signature of each stockholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation by delivery to its registered office in the State of Nebraska, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of stockholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy

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 shall be voted or acted upon after eleven (11) months from its date, unless said proxy expressly provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Articles of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nebraska.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Nebraska law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Nebraska as the Board of Directors may from time to time by resolution determine, or (unless contrary to a resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Articles of Incorporation, members of the Board of Directors

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or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

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Section 12.Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled, at a meeting called for such purpose, by vote of the stockholders.

Section 14.Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.Directors’ Action Without a Meeting.  Unless otherwise provided by the Articles of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

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Section 16.Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.

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No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 10.Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

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Section 12.Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

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Section 2.The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

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Section 7.The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, and the words “Corporate Seal, Nebraska,” and shall be in such form as may be approved by the Board of Directors.

Section 2.Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation

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to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

***

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EX-3.43

Exhibit 3.43

Articles of Incorporation

STATE OF NEVADA

Secretary of State

OPNET, INC.

1.NAME OF CORPORATION:  OPNET, Inc.

2.RESIDENT AGENT:  The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.

3.SHARES (number of share the corporation is authorized to issue):

Number of shares with par value:  100; Par value:  $.01; number of shares without par value:  -0-

4.GOVERNING BOARD:  Directors

The first board of directors shall consist of two members and the names and addresses are as follows:

Ivan R. Sabel     — 7700 Old Georgetown Road, Bethesda, MD 20814
Richard A Stein — 7700 Old Georgetown Road, Bethesda, MD 20814

5.PURPOSE:  (Optional)                                                                                                         .

6.OTHER MATTERS:  This form includes the minimal statutory requirements to incorporate under NRS 78.

7.SIGNATURE OF INCORPORATORS:  The names and address of each of the incorporators signing the articles:

/s/ Jay W. Freedman, Esq.

1050 Connecticut Avenue, #825

Washington, DC 20036

This instrument was acknowledged before

me on April 2, 1996, by Jay W. Freedman

as incorporator of OPNET, Inc.

/s/ Agatha R

Notary Public, my commission expires 4/14/97

8.CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:  The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.

EX-3.44

Exhibit 3.44

BY-LAWS

OF

OPNET, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.  Principal Office.  The principal office of the Corporation shall be at:

7700 Old Georgetown Road

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.  Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Nevada, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.  Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.  Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place, within or without the State of Nevada, as the Board of Directors may designate in calling such meeting.

Section 4.  Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it

is to be held, and such other information as may be required by law.Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on an amendment of the Articles of Incorporation or on a reduction of stated capital or on a plan of merger or consolidation, in which event such notice shall be mailed not less than fifteen (15) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Not- withstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.  Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.  Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.  Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to

appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.  Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws. The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.  Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority

of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman may decide, except that such demand for a vote by ballot on any question or election, made by any stockholder or his proxy present and entitled to vote on such question or election, such vote by ballot shall immediately be taken.

Section 10.  Voting List.  The Secretary of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting of any adjournment thereof, with the address of and the number of shares held by each stockholder.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.  Record Dates.  The Board of Directors may fix in advance a date which shall not be more than fifty (50) nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders,

or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.  Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.  Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Section 14.  Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate of certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The Chairman of the Board of Directors, the President or any Vice-President and the Secretary or an Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, shall sign such certificates.

Section 15.  Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When

authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 16.  Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.  Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven months from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.  Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.  Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Nevada

law.  No election need be by written ballot.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.  Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.  Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.  Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Nevada as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the board of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence at such meeting.  The Chairman or any person appointed by him shall act as secretary of the meeting.

Section 7.  Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.  Regular Meetings.  Regular meetings of the Board

of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.  Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or where there is none by the President, or by any three or more directors, or, at the direction of any of the foregoing, by the Secretary.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.  Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.  Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.  Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.  Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause (other than an increase by more than two (2) in

the number of directors), may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the stockholders.

Section 14.  Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any two (2) members of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.  Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall have the same force and effect as an unanimous vote.

Section 16.  Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting

of the Board.  Nothing in this Section shall be construed to preclude a Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.  Officers.  The officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer and/or a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article.  Any two or more officers may be held by the same person; provided only, that the same person shall not hold the offices of Chairman and Secretary.

Section 2.  Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.  Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.  Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman, of the Board of Directors, the President or the Secretary of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.  Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as it shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.  Chairman of the Board of Directors.  Where there is a Chairman of the Board of Directors he shall be an officer and a director; and he may be the Chief Executive Officer of the Corporation and as such may have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The Chairman or his designee shall have full power and authority to case any votes which the Corporation is entitled to cast as a shareholder of another corporation.  Where there is no Chairman of the Board, or he is unable to discharge his duties, the powers of the Chairman shall be vested in the Vice Chairman, or, if none exists, in the President.  The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present.

Section 9.  Vice Chairman of the Board of Directors.  The Vice Chairman shall be a director and may be the Chief Executive Officer of the Corporation.  In general, he shall perform all duties incident to the office of Vice Chairman and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.  In the absence of the Chairman of the Board of Directors, the Vice Chairman shall act in his place with all the power thereof.

Section 10.  Chief Executive Officer and/or President.  The Chief Executive Officer and/or President shall be a director and may be the Chief Executive Officer, the Chief Operating Officer or the President of the Corporation.  In general, he or they shall perform all duties incident to the office of Chief Executive Officer and/or President and such other duties as may from time to time be designated to him or them by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him or them elsewhere in these By-Laws.

Section 11.  The Vice-Presidents.  The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of

directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 12.  Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive and receipt for money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman, or where there is none, by the Vice Chairman or the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 13.  Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors or by a Chairman or, if there is none, by the Vice Chairman or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 14.  Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by

any duly authorized committee of directors, or by the Chairman, or where there is none, by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.  Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.  Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman of the Board, the Vice President, the President or any Vice President and by the Secretary or any Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, provided that such signatures may be facsimiles on any certificate countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable

cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suite was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.  To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.  Any indemnification under Section 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.  Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.  The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.  Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Nevada,” and shall be in such form as may be approved by the Board of Directors.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.  Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the

ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.  Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.  Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.  Contracts, etc., How Executed.  In addition to the Chairman, the Vice Chairman and the Chief Executive Officer and/or President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.  Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.  Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the Chairman and/or the Vice Chairman of the Board of Directors and/or

the Chief Executive Officer and/or President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the Chairman and/or the Vice Chairman of the Board of Directors and/or the Chief Executive Officer and/or President may themselves attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

Section 9.  Notices.  Whenever under the provision of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, or by delivery to a telegraph company, addressed to such director or stockholder at such address as appears on the books of the Corporation, or, in default of other address, to such director or stockholder at the General Post Office in the City of Bethesda, Maryland, and such notice shall be deemed to be given at the time when the same shall be thus mailed or delivered to a telegraph company.

Section 10.  Waivers of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII.  AMENDMENTS

Section 1.  By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.  By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

EX-3.45

Exhibit 3.45

ARTICLES OF INCORPORATION

OF

ORTHOPEDIC REHABILITATION PRODUCTS, LTD.

KNOW ALL MEN BY THESE PRESENTS:

THAT I, RICHARD A. FINKE, the undersigned of 2000 South Colorado Blvd., Suite 10,000, Denver, Colorado 80222-7910, desiring to form a corporation under the laws of the State of Colorado, do hereby make, execute and acknowledge this certificate in writing of my intention to become a body corporate under said laws, and declare:

ARTICLE ONE

NAME

The corporate name of this said corporation shall be Orthopedic Rehabilitation Products, Ltd.

ARTICLE TWO

OBJECTS, PURPOSES AND POWERS

Section 2-1. The object or purposes for which this corporation is created and the nature of the business to be transacted, promoted or carried on by this corporation, either within or outside the State of Colorado, and the powers with which it shall be vested, are to engage in any activity and business not in conflict with the laws of the State of Colorado or of the United States of America and specifically to sell orthopedic rehabilitation equipment.

2-1-1. To acquire as principal or agent by purchase, lease, contract or otherwise, lands and interests in lands, buildings or other structures and to own, hold, improve, develop and manage the same, and to erect or cause to be erected on any lands owned, held or occupied by the corporation, buildings or other structures with their appurtenances, and to rebuild, enlarge, alter or improve any buildings or other structures now or hereafter erected on any lands so owned, held or occupied; and to mortgage, sell, lease or otherwise dispose of any lands or interests in lands, and in buildings or other structures, and any stores, shops, suites, rooms or parts of any buildings or other structures at any time owned or held by the corporation.

2-1-2. To invest, as principal or agent, in all forms of personal investment, property including, without limitation, securities, stocks, bonds, mutual funds and secured or unsecured notes.

2-1-3. To adopt a pension, profit sharing (whether cash or deferred), health, and accident insurance or welfare plan for all or part of its employees, including lay employees, as allowed by law.

2-1-4. To purchase or otherwise acquire the whole or any part of the property, assets, business, goodwill and rights, and to undertake or assume the whole or any part of the bonds, mortgages, franchises, leases, contracts, indebtedness, guaranties, liabilities and obligations of any person, firm, association, corporation or organization, and to pay for the same or any part or combination thereof in cash, shares of the capital stock, bonds, debentures, debenture stock, notes, and other obligations of the transferor; and to hold or in any manner dispose of the whole or any part of the property and assets so acquired or purchased, and to

conduct in lawful manner the whole or any part of the business so acquired, and to exercise all the powers necessary or convenient in and about the conduct, management and carrying on of such buisiness.

2-1-5. To borrow money for any of the purposes of this corporation and to issue bonds, debentures, debenture stock, notes or other obligations therefor, and to secure the same by pledge or mortgage of the whole or any part of the property of this corporation, whether real or personal, or to issue bonds, debentures, debenture stock, notes or other obligations with any such security.

2-1-6. To purchase, apply for, register, obtain or otherwise acquire and to hold, own, use, operate, develop, introduce, and sell, lease, assign, pledge or in any manner dispose of, and in any manner deal with, the contract with reference to letters patent, patents, patent rights, patented processes, designs and similar rights granted by the United States, any state of the United States, or any other government or country, or any interest therein, or any inventions, and to acquire, own, use, or in any manner dispose of, any and all inventions, improvements and processes, labels, designs, marks, brands, or other rights, and to work, operate or develop the same.

2-1-7. To loan money, within reasonable business judgment, to guarantee the obligations of, and to otherwise assist its employees (other than employees who are also directors), and, upon the affirmative vote of the holders of two thirds of the outstanding shares of the corporation which are entitled to vote for directors, to lend money to, to guarantee the obligations of, and to otherwise assist the directors of the corporation or of any other corporation the majority of whose voting capital stock is owned by the corporation, but no such loans or guarantees shall be made by the corporation secured by its shares, to purchase, acquire, exchange, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any corporation or corporations organized under the laws of this state or any other state, district or country or subdivision or municipality thereof, and while the owner thereof may exercise all rights, powers and privileges of ownership including the right to vote thereon; and

2-1-8. To the extent not inconsistent with Article Five hereof, to purchase, hold, sell, exchange or transfer, or otherwise deal in, shares of its own capital stock, bonds or other obligations from time to time to such an extent and in such manner and upon such terms as its Board of Directors shall determine; provided that this corporation shall not use any of its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of the capital of the corporation; and provided, further, that shares of its own capital stock belonging to this corporation shall not be voted upon directly or indirectly.

Section 2-2. IN GENERAL, to do any or all of the things herein set forth to the same extent as natural persons might or could do, as principal agents, contractors, trustees or otherwise, within the State of Colorado, either alone or in company with others, and to carry on any other business in connection therewith, and to do all things not forbidden, and with all the powers conferred upon corporations by the laws of the State of Colorado.

Section 2-3. It is the intention that each of the objects, purposes and powers specified in each of the paragraphs of this Article Two of these Articles of Incorporation shall, except where otherwise specified, be nowise limited or restricted by reference to or inference from the terms of any other paragraph or of any other article in these Articles of Incorporation,

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but that the objects, purposes and powers specified in this Article and in each of the articles or paragraphs of these Articles shall be regarded as independent objects, purposes and powers and shall not be construed to restrict in any manner the general terms and powers of this corporation, nor shall the expression of one thing be deemed to exclude another, although it be of like nature. The enumeration of objects or purposes herein shall not be deemed to exclude or in any way limit by inference any powers, objects, or purposes which this corporation is empowered to exercise, whether expressly or by force of the laws of the State of Colorado, now or hereafter in effect, or impliedly by any reasonable consideration of said laws.

ARTICLE THREE

DURATION

This corporation shall have perpetual existence.

ARTICLE FOUR

CAPITAL STOCK

The amount of authorized capital stock of this corporation is 50,000 shares of common stock, each share having no par value. All shares when issued shall be fully paid and non-assessable, and the private property of stockholders shall not be liable for corporate debts.

ARTICLE FIVE

RIGHTS OF STOCKHOLDERS

The rights and privileges relating to the shares of capital stock named in Article Four hereof shall be as follows:

Section 5-1. No holder of any shares of any class of the corporation shall, as such, have any preemptive right to purchase or subscribe for any shares of the capital stock or any other securities of the corporation which it may issue or sell, whether out of the number of shares authorized by the Articles of Incorporation of the corporation as originally filed, or by any amendment thereof, or out of shares of the capital stock of the corporation acquired by it after the issue thereof, nor shall any holder of any such shares of any class, as such, have any right to purchase or subscribe for any obligation which the corporation, or to which shall be attached or appertain any warrant or warrants or any instrument or instruments that shall confer upon the owner of such obligation, warrant or instrument the right to subscribe for or to purchase from the corporation any shares of any class of its capital stock.

Section 5-2. Each share of capital stock shall be entitled to one vote, either in person or by proxy, at all shareholders’ meetings. Cumulative voting shall not be allowed in the election of directors.

Section 5-3. All outstanding shares of common stock shall share equally in dividends and upon liquidation. Dividends are payable at the discretion of the Board of Directors at such times and in such amounts as they deem advisable, subject, however, to the provisions of the laws of the State of Colorado.

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Section 5-4. The Board of Directors may cause any stock issued by the corporation to be issued subject to such lawful restrictions, qualifications, limitations or special rights as they deem fit, which restrictions, qualifications, limitations or special rights may be created by provisions in the Bylaws of the Corporation or in the minutes of any properly convened meeting of the Board of Directors; provided, however, notice of such special restrictions, qualifications, limitations or special rights must appear on the certificate evidencing ownership of such stock.

ARTICLE SIX

DIRECTORS

The affairs of the corporation shall be governed by a Board of not less than three (3) nor more than nine (9) Directors; except there need only be as many directors as there are shareholders in the event that the outstanding shares of record are held by fewer than three shareholders. There shall be one director constituting the original Board of Directors. There is one shareholder at the time of incorporation. The number of directors may be increased or decreased in accordance with the Bylaws of the corporation. The organization and conduct of the Board shall be in accordance with the following:

Section 6-1. The names and addresses of the members of the initial Board of Directors, who shall hold office until the first annual meeting of the shareholders of the corporation, or until their successors shall have been elected and qualified are:

Lee Petrides

9140 Sage Brush Trail

Littleton, Colorado 80204

Section 6-2. Directors of the corporation need not be residents of Colorado nor holders of shares of the corporation’s capital stock.

Section 6-3. Meetings of the Board of Directors may be held within or without Colorado upon such notice as may be prescribed by the Bylaws of the corporation. Regular meetings of the Board of Directors or any committee designated by the Board may be held without notice. Special meetings of the Board of Directors or any committee designated by the Board shall be held upon such notice as prescribed in the Bylaws. Attendance of a Director at such meeting shall constitute a waiver by him of notice of such meeting unless he attends only for the express purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened. Members of the Board of Directors or any committee designated by such Board of Directors may participate in a meeting of the Board or committee by means of conference telephones or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 6-4. A majority of the number of Directors at any time constituting the Board of Directors shall constitute a quorum for the transaction of business, and the act of a

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majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6-5. By resolution adopted by a majority of the number of Directors at any time constituting the Board of Directors, the Board of Directors may designate two or more Directors to constitute an executive committee which shall have and may exercise, to the extent permitted by law or in such resolution, all of the authority of the Board of Directors in the management of all the corporation; but the designation of any such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed on it or him by law.

Section 6-6. Any vacancy in the Board of Directors, however caused, may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 6-7. The Board of Directors may, from time to time and to the extent permitted by law, authorize a distribution to the shareholders in partial liquidation, out of stated capital or capital surplus of the corporation, of a portion of the corporate assets, in cash or property.

ARTICLE SEVEN

PLACE OF BUSINESS

The principal office and the principal place of business of the corporation initially shall be located in the City of Littleton. The Board of Directors may, however, from time to time, establish such other offices, branches, subsidiaries, or divisions in such other place or places within or without the State of Colorado as it deems advisable. The address of the corporation’s initial registered office in Colorado for the purpose of the Colorado Corporation Act, as amended, shall be:

9140 Sage Brush Trail

Littleton, Colorado 80204

The name of the corporation’s initial registered agent at the address of the aforesaid registered office for purposes of said Act shall be Lee Petrides.

ARTICLE EIGHT

OFFICERS

The officers of the corporation shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors at such time and in such manner as may be prescribed by the Bylaws of the corporation. Any two or more offices may be held by the same person, except that of President and Secretary. The officers of the corporation shall be natural persons of the age of eighteen (18) years or older.

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ARTICLE NINE

BYLAWS

The Board of Directors shall have the power to make and adopt such prudential Bylaws for the government of the corporation not inconsistent with the laws of the State of Colorado for the purpose of regulating and carrying on the business of the corporation within the scope of its objects and purposes; and the Board of Directors may, from time to time, change, alter or amend the same as may be beneficial to the interests of the corporation.

ARTICLE TEN

MEETINGS OF SHAREHOLDERS

Meetings of shareholders of the corporation shall be held at such place within or without the State of Colorado and at such time as may be prescribed in the Bylaws of the corporation. Special meetings of the shareholders of the corporation may be called by the President of the corporation, the Board of Directors, or by the record holder or holders of at least thirty three percent (33%) of all shares entitled to vote at the meeting. At the meeting of the shareholders, except to the extent otherwise provided by the Bylaws, or by law, a quorum shall consist of not less than one-half (1/2) of the shares entitled to vote at the meeting; and, if a quorum is present, the affirmative vote of the majority of shares represented at the meeting and entitled to vote thereat shall be the act of the shareholders unless the vote of a greater number of voting by classes is required by law.

ARTICLE ELEVEN

SALE OF ASSETS

Whenever the Board of Directors at any meeting thereof, by a majority vote of the whole Board, determines that it is in the best interests of the corporation, the corporation may sell, lease, exchange, or convey all of its property and assets, including its goodwill and its corporate franchises, upon the terms and conditions and for such consideration as the Board of Directors shall deem expedient; provided, however, that the sale or disposal of all or substantially all of the property and assets of the corporation shall be authorized or ratified by the affirmative vote of the holders of at least two-thirds (2/3) of the capital stock then issued and outstanding, such vote to be taken at a meeting of shareholders duly called for that purpose as provided by the statutes of the State of Colorado.

ARTICLE TWELVE

INTEREST OF DIRECTORS IN CONTRACTS

Any contract or other transaction between the corporation and one or more of its Directors, between the corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the corporation and any corporation or association of which one or more of its Directors are shareholders, members, directors, officers or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the corporation which acts upon or in reference to such contract or transaction, and

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notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors, and the Board of Directors shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Board of Directors present, such interested Director or Directors to be counted in determining whether a quorum is present but not to be counted in calculating the majority necessary to carry such vote. This Article shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

ARTICLE THIRTEEN

INDEMNIFICATION OF DIRECTORS

Every director or officer, or former director or officer, or his heirs, executor, administration or personal representative, made a party to any action, suit or proceeding by reason of the fact that he is or was an officer or director of the corporation, or any person who may have served at its request as a director or officer of any other corporation, shall be indemnified by the corporation against all expenses incurred by him in connection with such action, suit or proceeding to the extent and as set forth in the Bylaws of the corporation and as provided by law.

ARTICLE FOURTEEN

AMENDMENT OF ARTICLES OF INCORPORATION

The corporation expressly reserves the right to amend these Articles of Incorporation and to alter, change or repeal any provision contained herein in any manner now or hereafter permitted or provided by the corporation laws of Colorado, and the rights of all shareholders are expressly made subject to such power of amendment.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of September, 1992.

/s/ Richard A. Finke

RICHARD A. FINKE

STATE OF COLORADO	)
	) ss.
CITY AND COUNTY OF DENVER	)

I, Elizabeth A. Chillemi, a notary public, hereby certify that on the 1st day of September, 1992, personally appeared before me, RICHARD A. FINKE, being by me first duly sworn, severally declared that he was the person who signed the foregoing document as incorporator and that the statements therein contained are true.

Witness my hand and official seal.

/s/ Elizabeth A. Chillemi

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(SEAL)	Notary Public
	My commission expires: 02/27/93

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EX-3.46

Exhibit 3.46

SECOND AMENDED AND RESTATED

BY-LAWS

OF

ORTHOPEDIC REHABILITATION PRODUCTS, LTD.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Colorado as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  SHAREHOLDERS

Section 1.Annual Meeting.  The annual meeting of the shareholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the shareholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than ten percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Colorado, as the Board of Directors may designate in calling such meeting.  Each special meeting of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Colorado, as the person or persons calling the special meeting may designate.

Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the shareholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, nor more than sixty (60) days, before such meeting to each shareholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such shareholder at his address as it appears on the transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A shareholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the holding of the meeting or the transaction of any business at the meeting because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the shareholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the shareholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the shareholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the shareholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies,

and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the shareholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of shareholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors, if applicable.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Articles of Incorporation, holders of shares of the Corporation shall be entitled to vote upon matters to be voted upon by the shareholders.  At each meeting of shareholders held for any purpose, each shareholder of record of shares entitled to vote thereat shall be entitled to vote the shares standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any shareholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, beginning the earlier of ten (10) days prior to the meeting or two (2) business days after

notice of the meeting, a complete list of the shareholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each shareholder.  Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, at a place within the city where the meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, at the Corporation’s principal office or at the office of Corporation’s transfer agent, if such office is specified in the notice of meeting given pursuant to Section 4 of this Article II.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original transfer books shall be prima facie evidence as to the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than seventy (70) days prior to the date of any meeting of shareholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of shares shall go into effect, or in connection with obtaining the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, or to give such consent; and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or give such consent, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.Adjournment.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more

than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 13.Action by Shareholders Without a Meeting.  Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Articles of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of shareholders may be dispensed with if shareholders owning all of the shares entitled to vote on such action shall consent in writing to such corporate action being taken.

Every written consent shall bear the date of signature of each shareholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by all of the shareholders entitled to vote on such action are delivered to the Corporation by delivery to its registered office in the State of Colorado, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of shareholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.Certificates for Shares.  Every shareholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Shares.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  At any meeting of the shareholders, each shareholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the shareholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven (11) months from its date, unless a longer period is expressly provided in the proxy.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Articles of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a shareholder, a citizen of the United States, or a resident of the State of Colorado.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the shareholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Colorado law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either with or without cause, if the number of votes cast in favor of removal exceeds the number of votes cast against removal, in a vote of the shareholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such shareholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Colorado as the Board of Directors may from time to time by resolution determine, or (unless contrary to a resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Articles of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of shareholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than two (2) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless the director at the beginning of the meeting or promptly on his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 11.Quorum and Manner of Acting.  A majority of the directors in office

immediately before the meeting begins shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting  from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.                   Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.                   Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled, at a meeting called for such purpose, by vote of the shareholders.

Section 14.                   Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Articles of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with

respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     Chairman of the Board of Directors.  Where there is a Chairman of the Board of Directors he shall be an officer and a director; and he may be the Chief Executive Officer of the Corporation and as such may have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The Chairman or his designee shall have full power and authority to cast any votes which the Corporation is entitled to cast as a shareholder of another corporation.  Where there is no Chairman of the Board, or he is unable to discharge his duties, the powers of the Chairman shall be vested in the President.  The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present.

Section 9.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 10.                   The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 11.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause

to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Secretary.  The Secretary shall act as Secretary of all meetings of the shareholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 13.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Certificates.  Certificates for shares of the Corporation shall be respectively numbered serially for each class of shares, or series thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.  The Corporation will not indemnify a director under this Section 1 in connection with any proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.  The Corporation will not indemnify a director under this Section 2 in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation or in connection with any proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

Section 3.                     To the extent that a director or officer of the Corporation has been

successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of the directors who were not parties to such action, suit or proceeding, or (2) by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding, or (3) by independent legal counsel selected by a majority vote of disinterested directors, or, if there are no disinterested directors, by majority vote of the Board of Directors, or (4) by the shareholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer stating that the officer or director has met the standard of conduct set forth in Sections 1 and 2, as applicable, of this Article VI and that the officer or director will repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI, and upon a determination that indemnification of the director or officer is proper according to Section 4 of this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Colorado,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any shareholder, in person or by attorney or other

agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of shareholders, and to make extracts therefrom.

Section 8.                     Voting of Shares or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by this Corporation, at meetings of the holders of the shares or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of shares or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such shares or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of the Corporation entitled to vote at any annual or special meeting.  The shareholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the shareholders or by a certain specified percentage in interest of a particular class of shareholders.

EX-3.47

Exhibit 3.47

ARTICLES OF INCORPORATION

OF

SOUTHERN PROSTHETIC SUPPLY, INC.

as amended through November 27, 1996

1.The name of the Corporation is Southern Prosthetic Supply, Inc.

2.The Articles of Incorporation are amended and restated to read as follows::

ARTICLE ONE

Name

The name of the corporation is Southern Prosthetic Supply, Inc.

ARTICLE TWO

Authorized Shares

The corporation shall have authority to be exercised by the Board of Directors to issue not more than one thousand (1,000) shares of common stock, par value $1.00 per share.  The shares of common stock have unlimited voting rights and shall be entitled to receive the net assets of the corporation upon dissolution.

ARTICLE THREE

Registered Office and Agent

The registered office of the corporation is located at 5010 McGinnis Ferry Road, Alpharetta, Fulton County, Georgia 30202.  The registered agent of the corporation at its registered office is Alice G. Tidwell.

ARTICLE FOUR

Principal Office

The mailing address of the principal office of the corporation is 5010 McGinnis Ferry Road, Alpharetta, Georgia 30202.

ARTICLE FIVE

Limitation of Director Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director occurring after the effective date of these restated Articles of Incorporation, except for liability (i) for any appropriation, in violation of his duties, of any business opportunity of the corporation, (ii) for acts or omissions which involve intentional misconduct of a knowing violation of law, (iii) of the types set forth in Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction from which the director derived an improper personal benefit.

ARTICLE SIX

Shareholder Action by Less than

Unanimous Written Consent

Any action that is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if the action is taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote were present and voted.  The action must be evidenced by one or more written consents describing the action taken signed by shareholders entitled to take action without a meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

3.The holders of presently outstanding certificates for shares of $10.00 par value common stock shall surrender such certificates to the Corporation and receive in exchange

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a certificate evidencing the holding of ten shares of $1.00 par value common stock for each share of $10.00 par value common stock so surrendered.

4.The foregoing Amendment and Restatement was adopted by the directors and shareholders of the Corporation by unanimous written consent effective August 5, 1992.

5.The approval of shareholders as set forth in the foregoing paragraph 3 was in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code.

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EX-3.48

Exhibit 3.48

BY-LAWS

OF

SOUTHERN PROSTHETIC SUPPLY, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.  Principal Office.  The principal office of the Corporation shall be at:

7700 Old Georgetown Road

Bethesda, Maryland  20814

or such other place as the Board of Directors may designate.

Section 2.  Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Georgia, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.  Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.  Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place, within or without the State of Georgia, as the Board of Directors may designate in calling such meeting.

Section 4.  Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for

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which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on an amendment of the Articles of Incorporation or on a reduction of stated capital or on a plan of merger or consolidation, in which event such notice shall be mailed not less than fifteen (15) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Not- withstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.  Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.  Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.  Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at

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the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.  Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws. The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.  Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each

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such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman may decide, except that such demand for a vote by ballot on any question or election, made by any stockholder or his proxy present and entitled to vote on such question or election, such vote by ballot shall immediately be taken.

Section 10.  Voting List.  The Secretary of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting of any adjournment thereof, with the address of and the number of shares held by each stockholder.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.  Record Dates.  The Board of Directors may fix in advance a date which shall not be more than fifty (50) nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the

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Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.  Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.  Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Section 14.  Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate of certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The Chairman of the Board of Directors, the President or any Vice-President and the Secretary or an Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, shall sign such certificates.

Section 15.  Lost Certificates.  The Board of Directors may

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direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 16.  Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.  Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after eleven months from its date, unless said proxy provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.  Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Georgia.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote

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at any directors’ meeting.

Section 3.  Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Georgia law.  No election need be by written ballot.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.  Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.  Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.  Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Georgia as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the board of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence at such meeting.  The Chairman or any person appointed by him shall act as secretary of the meeting.

Section 7.  Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable

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after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.  Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors.  Unless, required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.  Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or where there is none by the President, or by any three or more directors, or, at the direction of any of the foregoing, by the Secretary.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.  Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.  Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no power as such.

Section 12.  Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary

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of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.  Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause (other than an increase by more than two (2) in the number of directors), may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled at a meeting called for such purpose, by vote of the stockholders.

Section 14.  Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any two (2) members of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.  Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing,

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setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall have the same force and effect as an unanimous vote.

Section 16.  Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.  Officers.  The officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer and/or a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article.  Any two or more officers may be held by the same person; provided only, that the same person shall not hold the offices of Chairman and Secretary.

Section 2.  Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.  Subordinate Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.  Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the

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Chairman, of the Board of Directors, the President or the Secretary of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.  Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as it shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.  Chairman of the Board of Directors.  Where there is a Chairman of the Board of Directors he shall be an officer and a director; and he may be the Chief Executive Officer of the Corporation and as such may have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The Chairman or his designee shall have full power and authority to case any votes which the Corporation is entitled to cast as a shareholder of another corporation.  Where there is no Chairman of the Board, or he is unable to discharge his duties, the powers of the Chairman shall be vested in the Vice Chairman, or, if none exists, in the President.  The Chairman of the Board shall preside at all meetings of stockholders and of the Board of Directors at which he is present.

Section 9.  Vice Chairman of the Board of Directors.  The Vice Chairman shall be a director and may be the Chief Executive Officer of the Corporation.  In general, he shall perform all duties incident to the office of Vice Chairman and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.  In the absence of the Chairman of the Board of Directors, the Vice Chairman shall act in his place with all the power thereof.

Section 10.  Chief Executive Officer and/or President.  The Chief Executive Officer and/or President shall be a director and may be the Chief Executive Officer, the Chief Operating Officer or

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the President of the Corporation.  In general, he or they shall perform all duties incident to the office of Chief Executive Officer and/or President and such other duties as may from time to time be designated to him or them by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him or them elsewhere in these By-Laws.

Section 11.  The Vice-Presidents.  The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 12.  Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive and receipt for money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman, or where there is none, by the Vice Chairman or the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 13.  Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and

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filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors or by a Chairman or, if there is none, by the Vice Chairman or the President; and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 14.  Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the Chairman, or where there is none, by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.  Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.  Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman of the Board, the Vice President, the President or any Vice President and by the Secretary or any Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, provided that such signatures may be facsimiles on any certificate countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any

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threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suite was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.  To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by

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him in connection therewith.

Section 4.  Any indemnification under Section 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.  Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.  The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII.  MISCELLANEOUS

Section 1.  Seal.  The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Georgia,” and shall be in such form as may be approved by the Board of Directors.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.  Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.  Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.  Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.  Contracts, etc., How Executed.  In addition to the Chairman, the Vice Chairman and the Chief Executive Officer and/or President, those officers who are designated by resolution

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of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.  Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.  Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the Chairman and/or the Vice Chairman of the Board of Directors and/or the Chief Executive Officer and/or President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the Chairman and/or the Vice Chairman of the Board of Directors and/or the Chief Executive Officer and/or President may themselves attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

Section 9.  Notices.  Whenever under the provision of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, or by delivery to a telegraph company, addressed to such director or stockholder at such address as appears on the books of the Corporation, or, in default of other address, to such director or stockholder at the General Post Office in the City of Bethesda, Maryland, and such notice shall be deemed to be given at the time when the same shall be thus mailed or delivered to a telegraph company.

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Section 10.  Waivers of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII.  AMENDMENTS

Section 1.  By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.  By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

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EX-3.49

Exhibit 3.49

CERTIFICATE OF INCORPORATION

OF

SPEED ACQUISITION VEHICLE, INC.

Article I

The name of the corporation is Speed Acquisition Vehicle, Inc. (the “Corporation”).

Article II

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  The name of the Registered Agent for the Corporation at such address is The Corporation Trust Company.

Article III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Article IV

The aggregate number of shares which the Corporation shall have authority to issue is One Hundred (100) shares, consisting of one class only, designated as “Common Stock,” par value $0.001 per share.

Article V

The name and address of the sole incorporator is:

Jared A. Cook

c/o Foley & Lardner LLP

3000 K Street, N.W., Suite 600

Washington, D.C. 20007

Article VI

The number of the directors of the Corporation shall initially be two (2), and thereafter the number of directors shall be such number as may be fixed from time to time by the Bylaws of the Corporation.

Article VII

The names and mailing addresses of the initial directors shall be:

Thomas F. Kirk

10910 Domain Drive, Suite 300

Austin, Texas 78758

George E. McHenry

10910 Domain Drive, Suite 300

Austin, Texas 78758

Article VIII

The Corporation is to have perpetual existence.

Article IX

The Board of Directors shall have the following powers, in addition to those prescribed by law or by the Bylaws of the Corporation:  (a) to make, alter, amend and repeal the Bylaws of the Corporation to the extent permitted by the law of the State of Delaware and the Bylaws of the Corporation; (b) subject to the provisions of the laws of the State of Delaware, to hold their meetings either within or without the State of Delaware; (c) to have one or more offices; and (d) to keep the books of the Corporation outside the State of Delaware, and at such place or places as may from time to time be designated by them.

Article X

Elections of directors need not be by written ballot except and to the extent provided in the Bylaws of the Corporation.  Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.  The books of the Corporation may be kept, subject to any provision contained in the statutes, outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

Article XI

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; providing, however, that the foregoing clause shall not apply to any liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.  This Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the time this Article became effective.

Article XII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, the undersigned incorporator, hereby acknowledge that the foregoing Certificate of Incorporation is my act and deed and that the facts herein state are true, and accordingly, I have set my hand hereto on this 13th day of October, 2010.

/s/ Jared A. Cook

Jared A. Cook

Incorporator

EX-3.50

Exhibit 3.50

BY-LAWS

OF

SPEED ACQUISITION VEHICLE, INC.

(Hereinafter called the “Corporation”)

ARTICLE I.  OFFICES

Section 1.Principal Office.  The principal office of the Corporation shall be at:

10910 Domain Drive

Suite 300

Austin, Texas 78758

or such other place as the Board of Directors may designate.

Section 2.Other Offices.  In addition to its principal office, the Corporation may have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II.  STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be specified by the Board of Directors.

Section 2.Special Meetings.  A special meeting of the stockholders may be called at any time by the Board of Directors or by the Chairman of the Board of Directors, the President, or by the holders of not less than sixty percent of all the shares entitled to vote at such meeting.

Section 3.Place of Meetings.  Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware, as the Board of Directors may designate in calling such meeting.  Each special meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware, as the person or persons calling the special meeting may designate.

Section 4.Notice of Meetings.  Written notice of each annual and each special meeting of the stockholders shall be given by or at the direction of the officer or other persons calling the meeting.  Such notice shall state the purpose or purposes for which the meeting is called,

the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally, mailed in a postage prepaid envelope or transmitted by telegraph, cable or wireless, not less than ten (10) days, except if the purpose of the meeting is to act on a plan of merger or consolidation, in which event such notice shall be mailed not less than twenty (20) days, nor more than sixty (60) days, before such meeting to each stockholder of record entitled to vote at such meeting; and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.  Notwithstanding the foregoing, a waiver of any notice herein or by law required, if in writing and signed by the person entitled to such notice, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice.  A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned or recessed meeting need not be given.

Section 5.Quorum.  Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained.  At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.Organization.  At every meeting of the stockholders, the Chairman of the Board, or failing him the President, or, in the absence of the Chairman of the Board and the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

Section 7.Inspectors.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspector or inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with

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fairness to all stockholders.  On request of the Chairman of the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8.Business or Order of Business.  At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as expressly provided otherwise by law or by these By-Laws.  The order of business at all meetings of stockholders shall be as follows:

1.  Call to order.

2.  Selection of secretary of the meeting.

3.  Determination of quorum.

4.  Appointment of voting inspectors.

5.  Nomination and election of directors.

6.  Other business.

Section 9.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, holders of Common Stock of the Corporation shall be entitled to vote upon matters to be voted upon by the stockholders.  At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 11 of this Article II, each such share entitling him to one vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Certificate of Incorporation.

The voting shall be by voice or by ballot as the Chairman of the meeting may decide; provided, however, that all elections of directors shall be by ballot, and provided further that in the event demand for a vote by ballot on any question is made by any stockholder or his proxy present and entitled to vote on such question, such vote by ballot shall immediately be taken.

Section 10.Voting List.  The Secretary of the Corporation shall make available for inspection, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation, either at a place within the city where the

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meeting is to be held, if such place is specified in the notice of the meeting given pursuant to Section 4 of this Article II, or, if not so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

If the requirements of this Section 10 have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

Section 11.Record Dates.  The Board of Directors may fix in advance a date which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or given such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date immediately preceding the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

Section 12.Adjournment.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 13.Action by Stockholders Without a Meeting.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any

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corporate action by any provisions of the statutes or of the Certificate of Incorporation or these By-Laws, the meeting, notice of the meeting, and vote of stockholders may be dispensed with if stockholders owning stock having not less than the minimum number of votes which, by statute, the Certificate of Incorporation or these By-Laws, is required to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken; provided that prompt notice of the taking of such action must be given to those stockholders who have not consented in writing.

Every written consent shall bear the date of signature of each stockholder who signs the consent.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as provided in this Section 13, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the Corporation’s book in which minutes of stockholders meetings are recorded.  Delivery made to the registered office of the Corporation shall be by hand or by certified or registered mail, return receipt requested.

Section 14.Certificates of Stock.  Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him.  The President or any Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, shall sign such certificates, provided that such signatures may be facsimiles.

Section 15.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed, or the issuance of such new certificate.

Section 16.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 17.Proxies.  At any meeting of the stockholders, each stockholder entitled to vote thereat may vote either in person or by proxy.  Such proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged,

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and shall be filed with the Secretary at or before the meeting; provided, however, that no proxy shall be voted or acted upon after three (3) years from its date, unless said proxy expressly provides for a longer period.

ARTICLE III.  DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these By-Laws, by the Certificate of Incorporation, or by law.

Section 2.Qualification, Number, Classification and Term of Office.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The number of directors shall be not less than one nor more than nine.  A Board of Directors shall be elected annually in the manner provided in these By-Laws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.  Each director shall have one vote at any directors’ meeting.

Section 3.Election of Directors.  At each meeting of the stockholders for the election of directors, a quorum being present, as defined in Section 5 of Article II, the election shall proceed as provided in these By-Laws and under applicable Delaware law.

If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 4.Removal of Directors.  Any director may be removed at any time, either with or without cause, by the affirmative vote of a majority in voting power of the stockholders of record entitled to elect a successor, and present in person or by proxy at a special meeting of such stockholders for which express notice of the intention to transact such business was given and at which a quorum shall be present.

Section 5.Organization.  The Board of Directors, by majority vote, may from time to time appoint a Chairman of the Board who shall preside over its meetings.  The period and terms of the appointment shall be determined by the Board of Directors.  The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

Section 6.Place of Meeting, etc.  The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time by resolution determine, or (unless contrary to a resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof.  Unless

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otherwise restricted by law or by the Certificate of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.  The Chairman may appoint any person, including himself, to act as secretary of the meeting.

Section 7.Annual Meeting.  The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual meeting of stockholders is held.  Such annual meeting of directors may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 8.Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless required by resolution of the Board of Directors, notice of any such meeting need not be given.

Section 9.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by a Chairman of the Board of Directors or, where there is none, by the President, or by any director, or, at the direction of any of the foregoing, by the Secretary of the Corporation.  Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, not less than three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, telephone or wireless, not less than twenty-four (24) hours before the time at which the meeting is to be held.  Every such notice shall state the time and place of the meeting.  Notice of any adjourned or recessed meeting of the directors need not be given.

Section 10.Waivers of Notice of Meetings.  Anything in these By-Laws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting.  A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 11.Quorum and Manner of Acting.  A majority of the directors shall constitute a quorum for the transaction of business, except that when the Board of Directors is comprised of only one director, then one director shall constitute a quorum.  Except as may otherwise be expressly provided by these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.  The directors shall act only as a Board and the individual directors shall have no

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power as such.

Section 12.                   Resignations.  Any director of the Corporation may resign at any time, in writing, by notifying the Chairman of the Board or, where there is none, the President or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.                   Vacancies.  Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, at any regular meeting of the Board of Directors.  Any vacancy, including one created as an increase in the number of directors, may be filled, at a meeting called for such purpose, by vote of the stockholders.

Section 14.                   Committees.  The Board of Directors may, by resolution adopted by a vote of a majority of the number of directors at the time fixed by these By-Laws, designate a number of directors deemed appropriate in the aforesaid resolution to be a committee of limited authority.

Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee.  Special meetings of any such committee may be called at the request of the Chairman of the committee or any member of the committee.  Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these By-Laws for special meetings of the full Board.

A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

The Board of Directors shall have the power, at any time, to change the members of, fill vacancies in, and discharge any such committee, either with or without cause.  The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

Section 15.                   Directors’ Action Without a Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be.  Such consent shall be filed with the minutes of meetings of the Board of Directors or committee, as the case may be.

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Section 16.                   Compensation.  Directors, as such, shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board.  Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV.  OFFICERS

Section 1.                     Officers.  The officers of the Corporation shall be a President, a Treasurer and a Secretary, and where elected, one or more Vice-Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article IV.  The positions of any two or more officers may be held by the same person.

Section 2.                     Election, Term of Office and Qualifications.  The officers shall be elected annually by the Board of Directors, as soon as practicable after the annual election of directors in each year.  Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.                     Additional Officers.  The Board of Directors may from time to time establish offices in addition to those designated in Section 1 of this Article IV with such duties as are provided in these By-Laws, or as they may from time to time determine.

Section 4.                     Removal.  Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office.  Any such removal shall be without prejudice to the recovery of damages for breach of contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself, however, create contract rights.

Section 5.                     Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board of Directors or the President of the Corporation.  Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  However, no resignation hereunder, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

Section 6.                     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

Section 7.                     Compensation.  Salaries or other compensation of the officers may be

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fixed from time to time by the Board of Directors or in such manner as the Board shall determine.  No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

Section 8.                     President.  The President shall be a director and may be the Chief Executive Officer and/or the Chief Operating Officer of the Corporation.  In general, he shall perform all duties incident to the office of President, including the general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors.  The President shall also perform such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 9.                     The Vice Presidents.  The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

Section 10.                   Treasurer.  Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee thereof, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive, and issue receipts for, money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these By-Laws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 11.                   Secretary.  The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or the President;

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and shall have such other powers and authorities as are conferred upon him elsewhere in these By-Laws.

Section 12.                   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are conferred upon them elsewhere in these By-Laws.

ARTICLE V.  SHARES OF STOCK

Section 1.                     Regulation.  Subject to the terms of any contract of the Corporation, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation, including the issue of new certificates for lost, stolen or destroyed certificates and including the appointment of transfer agents and registrars.

Section 2.                     Stock Certificates.  Certificates for shares of the stock of the Corporation shall be respectively numbered serially for each class of shares, or series thereof and, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, provided that such signatures may be facsimiles on any certificate.  Each certificate shall exhibit the name of the Corporation, the class (or series of any class) and number of shares represented thereby and the name of the holder.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors.

ARTICLE VI.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal

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action or proceeding, the person had reasonable cause to believe that his conduct was unlawful.

Section 2.                     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3.                     To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.                     Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.                     Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.                     The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statutes, By-Laws, agreements, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

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Section 7.                     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8.                     The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.  MISCELLANEOUS

Section 1.                     Seal.  The corporate seal of the Corporation, if any, shall contain the name of the Corporation, the year of its creation, and the words “Corporate Seal, Delaware,” and shall be in such form as may be approved by the Board of Directors.

Section 2.                     Fiscal Year.  The fiscal year of the Corporation shall be as set by the Board of Directors.

Section 3.                     Loans.  Any officer or officers or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

Section 4.                     Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc.  All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.  The Corporation shall furnish to each depository, bank, custodian and entity providing safe deposit boxes, a certified copy of its resolution regarding the authorization of disbursements and the entry to safe deposit boxes or withdrawal of securities from safe keeping.

Section 5.                     Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time

13

to time select, or as may be selected by an officer or officers, or agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

Section 6.                     Contracts, etc., How Executed.  In addition to the President, those officers who are designated by resolution of the Board shall be authorized to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be delegated in writing, in specific instances to such other officers, employees or agents as such authorized officers may designate.

Section 7.                     Inspection of Books.  Any stockholder, in person or by attorney or other agent, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

Section 8.                     Voting of Stock or Other Securities Held.  Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that they may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE VIII.  AMENDMENTS

Section 1.                     By the Directors.  The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors.  This power shall not be exercised by any committee of the Board of Directors.

Section 2.                     By the Shareholders.  All By-Laws shall be subject to amendment, alteration or repeal by the vote of a majority of the total number of issued and outstanding shares of Common Stock of the Corporation entitled to vote at any annual or special meeting.  The stockholders, at any annual or special meeting, may provide that certain By-Laws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

***

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EX-3.51

Exhibit 3.51

ARTICLES OF ORGANIZATION

OF

WASATCH ORTHOTICS & PEDORTHICS, LLC

We, the undersigned persons, do hereby adopt the following Articles of Organization for the purpose of forming a Utah Limited Liability Company.

Article I - Name

The name of the limited liability company is to be Wasatch Orthotics & Pedorthics, LLC.

Article II - Duration

The company shall continue for a term of fifty (50) years. At the end of said term, the Company shall wind up its affairs unless (1) the term set forth is extended by mutual agreement of all Members and (2) the Articles of Organization are amended to reflect the extended term of the Company as required by Utah law.

Article III - Purpose

The Company is organized to perform any and all lawful acts pertaining to the management of any lawful business as well as to engage in and to do any lawful act concerning any and all lawful business for which a Limited Liability Company may be organized under the Utah Limited Liability Company Act and any amendments thereto.

Article IV - Registered Agent

The Company shall continuously maintain an agent in the State of Utah for service of process who is an individual residing in said state. The name and address of the initial registered agent shall be V. Michael Epperson, 470 E. 3900 S. #102, Salt Lake City, Utah 84107.

ACCEPTANCE OF APPOINTMENT:

/s/ V. Michael Epperson

V. Michael Epperson

The Director of the Division of Corporation and Commercial Code of the Department of Commerce for the State of Utah is appointed the registered agent of the Company for the service of process if the registered agent has resigned, the registered agent’s authority has been revoked, or the registered agent cannot be found or served with the exercise of reasonable diligence.

Article V - Members

The names and street addresses of Members who shall constitute the initial Members of the Company are as follows:

Lori Epperson	V. Michael Epperson
1151 N. 75 E.	1151 N. 75 E.
Centerville, Utah 84014	Centerville, Utah 84014

Article VI - Management

The Company shall have Centralization of Management. The Company is to be managed by a sole General Manager until the first annual meeting of the Members which shall be held within

sixty (60) days of filing of the Articles of Organization with the Division of Corporations, at which time the Members shall elect and appoint a Manager. Until that time V. Michael Epperson, 1151 N. 75 E., Centerville, Utah 84014, shall be the General Manager. The term of the elected Manager shall be for one (1) year, at which time the Members shall conduct an election to either continue the term of the Manager or elect and appoint a new Manager.

Article VII - Records

The Company shall keep at its principle place of business all records required to be maintained by the Company pursuant to Section 48-2b-119 of the Utah Code Annotated, which records include, but are not limited to the following:

VII.1

A current list, in alphabetical order, of the names and current business street address of each Member.

VII.2

A copy of the stamped Articles of Organization and all certificates of amendment thereto.

VII.3

Copies of all tax returns and financial statements of the Company for the past 3 years.

Article VIII - Dissolution

This Company shall be dissolved with the written consent of all its Members.

Article IX - Annual Report

The Company shall file all annual reports required by Utah Law during the month of its anniversary date of formation as required by Section 48-2b-120, Utah Code Annotated.

Article X - Amendments

The Articles of Organization shall be amended from time to time as required by Section 48-2b-121, Utah Code Annotated.

Article XI - Arbitration

Any controversy or claim arising out of or relating to these Articles, or the breach thereof shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The decision of the arbitrator(s) shall be final and binding upon the parties, subject to rights pursuant to the Utah Arbitration Act as set out in the Utah Code, section 78-31a-1 through 78-31a-20.

Article XII - Signatures

All members of the Company shall sign these Articles of Organization.

/s/ V. Michael Epperson	/s/ Lori Epperson
V. Michael Epperson	Lori Epperson
Dated this 6th day of August, 1999

EX-3.52

Exhibit 3.52

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

WASATCH ORTHOTICS & PEDORTHICS, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF WASATCH ORTHOTICS & PEDORTHICS, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WASATCH ORTHOTICS & PEDORTHICS, LLC (this “Agreement”) is effective as of this 16th day of July, 2010, between Hanger Prosthetics & Orthotics, Inc., a Delaware corporation (the “Member”), and Wasatch Orthotics & Pedorthics, LLC, a Utah limited liability company (the “Company”).

ARTICLE 1

FORMATION

Section 1.1             Name.

The name of the Company is “Wasatch Orthotics & Pedorthics, LLC,” and all business of the Company shall be conducted under that name or under any other name approved by the Manager (as defined herein), but in any case, only to the extent permitted by applicable law.

Section 1.2             Registered Agent and Office.

The Company’s registered agent for service of process shall be CT Corporation System.  The address of the Company’s registered office in the State of Utah is CT Corporation System, 136 East South Temple, Suite 2100, Salt Lake City, Utah 84111.  The Manager may, from time to time, pursuant to the relevant provisions of Part 3 of Chapter 2c of Title 48 of the Utah Code (the “Act”), change the registered agent or office.

Section 1.3             Business Purpose.

The business and purposes of the Company shall be the provision of orthotic and/or prosthetic services and products, the operation of clinics to fit patients for orthotics or prosthetics, and any other lawful business or activity permitted by the Act.  Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act.

Section 1.4             Term.

The term of the Company shall be until August 12, 2049, or until dissolved in accordance with this Agreement.

Section 1.5             Fiscal Year.

The fiscal year of the Company shall end on December 31 of each calendar year, or such other day as the Member from time to time determines.

ARTICLE 2

MANAGERS

Section 2.1             Management.

(a)           The management of the Company shall be vested in one or more Managers and such Managers shall comprise the Board of Managers.  The Board of Managers may, at its discretion, delegate such powers and duties to officers and employees of the Company.

(b)           The Board of Managers shall have all power and authority to act on behalf of the Company except to the extent that such power and authority (i) shall be reserved to the Member as provided in Article 3 of this Agreement, or (ii) shall be delegated to the officers, if any, of the Company by this Agreement or otherwise by the Board of Managers from time to time and not revoked by the Board of Managers.

(c)           The Managers shall have authority to conduct all ordinary business, as described in Section 1.3 of this Agreement, on behalf of the Company, in accordance with the Act and may execute and deliver on behalf of the Company any contract, conveyance, note or similar document.

(d)           If specifically authorized and directed in writing by the Board of Managers, any Manager shall be authorized to execute on behalf of the Member any amendment to this Agreement or the Articles of Organization of the Company that (a) corrects any non-substantive technical matters necessary or appropriate in the opinion of counsel to the Company, selected by the Board of Managers; (b) changes the registered office of the Company; or (c) changes the name of the Company.

(e)           Any action which may be taken by the Managers may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all Managers.

Section 2.2             Appointment of Managers.

The Member shall set the number of Managers and shall appoint the Managers.  The Managers need not be a Member or a resident of the State of Utah.  The number of Managers is one and the Manager shall be Hanger Prosthetics & Orthotics, Inc.

Section 2.3             Compensation of Managers.

No Manager shall receive any compensation for its services as a Manager, unless otherwise determined by the consent of all Members.

Section 2.4             Resignation and Removal of Managers.

The Managers shall hold office until each such Manager’s successor is appointed by the Member or until each such Manager’s earlier resignation, death, dissolution and/or liquidation or removal by the Member.  The Managers may resign at any time upon written notice to the Company, and a Manager may be removed with or without cause by the Member.

2

ARTICLE 3

MEMBER/CAPITAL CONTRIBUTION

Section 3.1             Authority of the Member.

The Member shall not, except in its capacity as a Manager or officer or as expressly provided under the terms of this Agreement, participate in the management or control of the Company’s business, transact any business for the Company, or have the power to act for or bind the Company.

Section 3.2             Rights of the Member.

The Member shall have the following rights:

(a)           the Member may elect to dissolve the Company;

(b)           the Member may consent to any actions specifically requiring its consent or approval pursuant to this Agreement or the Act; and

(c)           the Member may take any other action specifically authorized pursuant to this Agreement.

Section 3.3             Approval of Member

The Member shall be entitled to approve or vote with respect to only those matters (A) which are expressly reserved to the approval or vote of the Member pursuant to the terms of this Agreement, or (B) which, notwithstanding any contrary provision of this Agreement, are required by the Act to be approved by or submitted to a vote of the Member.

Section 3.4             Cessation Event.

A Member shall cease to be a Member solely upon the occurrence of any one of the events provided in Article 8 of this Agreement or Sections 48-2c-708, 48-2c-709 or 48-2c-710 of the Act, each as may be hereafter amended.

Section 3.5             Capital Contribution.

In connection with the initial filing of the Articles of Organization with the State of Utah Department of Commerce, the Member’s predecessor in interest contributed to the capital of the Company all tangible and intangible business assets of the Company.  The Member shall not be required to make any additional contributions to the capital of the Company, provided that the Member shall be entitled upon the request of the Company, at its sole discretion, to contribute additional capital to the Company.  No interest shall accrue on the capital contributions described in the foregoing sentence and the Member shall not have the right to withdraw or be repaid any contribution to the extent that such withdrawal or repayment would not be permitted under the Act.

Section 3.6             No Certificates.

The Company shall not issue certificates evidencing the ownership of the Membership Interests by its Member.  The Company’s Membership Interests are owned by the Member as set

3

forth on Exhibit A attached hereto, as it may be amended from time to time.  “Membership Interests” shall mean (i) the ownership interests of the Member in the Company; and (ii) the Member’s share of the profits and losses of the Company and the right to receive distributions from the Company.

Section 3.7             Informal Action by the Member.

Any action which may be taken at a meeting of the Member may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Member, which written consent or consents shall be filed with the Board of Managers of the Company.

ARTICLE 4

TITLE TO COMPANY PROPERTY

All property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law, the Member shall have no ownership interest in any Company property in its individual name or right, and the Member’s interest in the Company shall be personal property for all purposes.

ARTICLE 5

SEPARATENESS/OPERATIONS MATTERS

The Company shall:

(a)           maintain books and records and bank accounts separate from those of any other person;

(b)           maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;

(c)           observe all customary organizational and operational formalities;

(d)           hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;

(e)           prepare separate tax returns, if necessary, and separate financial statements;

(f)            allocate and charge fairly and reasonably any common employee or overhead shared with any affiliate;

(g)           transact all business with affiliates on an arms-length basis and pursuant to enforceable agreements;

(h)           conduct business in its own name, and use separate stationery, invoices and checks;

(i)            not commingle its assets or funds with those of any other person; and

4

(j)            not assume, guarantee or pay the debts or obligations of any other person.

ARTICLE 6

OFFICERS

Section 6.1             Appointment of Officers.

(a)           The officers of the Company, if any, shall consist of such individuals as may be appointed by the Manager.  Any two or more offices may be held by the same person.  The salary of each officer, if any, shall be set by the Manager.  Each officer shall serve for the term of office for which he is appointed and until his successor has been appointed and has qualified, or his earlier death, resignation, or removal by the Manager.

(b)           The officers of the Company shall be as follows:

Chairman:	Ivan R. Sabel
Chief Executive Officer:	Thomas F. Kirk
President:	Richmond L. Taylor
Treasurer:	George E. McHenry
Assistant Treasurer:	Samuel R. Reimer
Secretary:	George E. McHenry
Assistant Secretary:	Ernest J. Piro III
Assistant Secretary:	Thomas C. Hofmeister
Assistant Secretary:	Ambrose Phillips
Assistant Secretary:	Thomas E. Hartman
Assistant Secretary:	Samuel R. Reimer
Assistant Secretary:	Teresa M. Vermillion
Assistant Secretary:	Nicholas D. Dawe

ARTICLE 7

INDEMNIFICATION AND LIABILITY

Section 7.1             Indemnification by the Company.

(a)         The Company shall indemnify, defend and hold harmless any Manager, Member, officer, employee or agent of the Company who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, because he is or was a Manager, Member, officer, employee, or agent of the Company or is or was serving at the request of the Company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred in connection with the action, suit or proceeding if, in the opinion of independent counsel to the Company selected by the Board of Managers, such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  At the request of the Member, the Board of Managers shall select such independent counsel, whose fees and costs shall be borne by the Company.  The termination of any action, suit, or

5

proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in connection with any criminal action or proceeding, a presumption that he had reasonable cause to believe that his conduct was unlawful.

(b)           To the extent that a Manager, Member, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 7.1(a) above or in defense of any claim, issue, or matter in an action, suit, or proceeding referred to therein, such party shall be indemnified by the Company against expenses, including attorney’s fees, that were actually and reasonably incurred by him in connection therewith.

Section 7.2             Indemnification by Member.

Each Member (an “Indemnifying Member”) shall indemnify, defend and hold harmless the Company, any other Member, Manager, Company officer, employee or agent of the Company (the “Indemnified Parties”) from and against any and all liability, damages, loss, cost and expense incurred by any one or more of the Indemnified Parties to the extent caused by any breach of this Agreement by the Indemnifying Member or by any negligence or breach of contract or fiduciary obligation of the Indemnifying Member or any Manager or Company officer.  Notwithstanding the foregoing, however, an Indemnifying Member shall not have an obligation under this subsection to the extent that such obligation shall have been paid by insurance.

Section 7.3             Liability of Managers.

To the fullest extent allowable under the Act, the Managers shall have no personal liability to the Company or its Member for damages for any action that each such Manager takes or fails to take as a Manager unless it is proved, by clear and convincing evidence, in a court of competent jurisdiction that his action or failure to act involved an act or omission constituting gross negligence, willful misconduct or the breach of a higher standard of conduct that would result in greater exposure to liability for the Manager as such standard is established by the Articles of Organization of the Company or by this Agreement.

Section 7.4             Non-Exclusivity of Article VII.

The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled and shall continue as to a person who has ceased to be a Manager, Member, officer, employee or agent of the Company.

Section 7.5             Insurance.

The Company may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a Manager, Member, officer, employee, or agent of the Company or who is or was serving at the request of the Company as a Manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture,

6

trust, or other enterprise.  The insurance or similar protection purchased or maintained for those persons may be for any liability asserted against them and incurred by such Manager, Member, officer, employee or agent of the Company for any liability arising out of their status as Manager, Member, officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such persons against such liability under the Act.  Insurance may be so purchased from or so maintained with a person in which the Company has a financial interest.

ARTICLE 8

DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF ASSIGNEES

AND ADDITIONAL MEMBERS

Section 8.1             Disposition.

The Member’s interest in the Company is transferable either voluntarily or by operation of law.  The Member may dispose of all or a portion of the Member’s interest.  Notwithstanding any provision of the Act to the contrary and at the discretion of the transferring Member, the transferee of the Member’s interest in the Company may be admitted as a Member upon the completion of the transfer without further action; provided that, if such transfer results in more than one Member, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

Section 8.2             Admission of Additional Members.

The Manager may admit additional Members and determine the capital contribution associated therewith, and thereafter, the provisions of this Agreement shall terminate and the Company shall be governed by the Act (until such time as the Members enter into a new Operating Agreement).

ARTICLE 9

DISSOLUTION AND WINDING UP

Section 9.1             Dissolution.

The Company shall be dissolved upon the occurrence of either of the following events:

(a)           The unanimous written agreement of all Members to dissolve the Company; or

(b)           Upon entry of a decree of judicial dissolution under Section 48-2c-213 of the Act.

Section 9.2             Articles of Dissolution.

Following the occurrence of any of the events of dissolution specified in this Article 9, the Company shall deliver to the Secretary of State of the State of Utah articles of dissolution on a form that is prescribed by the Secretary of State and that includes the name of the Company and the effective date of its dissolution.

7

Section 9.3             Effective Date Of Dissolution.

Dissolution of the Company shall be effective on the date designated by the Member in the event of dissolution by election of the Member.

Section 9.4             Continued Existence.

Upon dissolution, the Company shall cease carrying on business, as distinguished from the winding up of the Company business, but the Company shall continue to exist until the winding up of the affairs of the Company is completed and articles of dissolution have been filed with the Secretary of State of the State of Utah in accordance with Section 9.2 of this Article 9.

Section 9.5             Winding Up.

Upon the winding up of the Company, the Company property shall be distributed:  (i) to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of Company liabilities; and (ii) thereafter, to the Member.  Such distributions shall be in cash, property other than cash, or partly in both, as determined by the Manager.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1           Headings.

The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 10.2           Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah.

Section 10.3           Severability.

In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

Section 10.4           Waivers.

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 10.5           Agreement; Effect of Inconsistencies with Law.

This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Act,

8

this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule.

[The next page is the signature page. ]

9

IN WITNESS WHEREOF, the sole Member has executed this Agreement effective as of the date first written above.

SOLE MEMBER:
HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ Richmond L. Taylor
	Richmond L. Taylor, President

The undersigned Manager hereby agrees to abide by the provisions of this Agreement and the Act, to the extent applicable, as they relate to the activities of the Manager and the operation of the Company.

MANAGER:
HANGER PROSTHETICS & ORTHOTICS, INC.
By:	/s/ Richmond L. Taylor
	Richmond L. Taylor, President

10

EXHIBIT A

MEMBERSHIP INFORMATION

Member	Membership Interest
Hanger Prosthetics & Orthotics, Inc.	100	%

11

EX-4.2

Exhibit 4.2

HANGER ORTHOPEDIC GROUP, INC.

71/8% Senior Notes due 2018

	CUSIP
No.	$

HANGER ORTHOPEDIC GROUP, INC.

promises to pay to Cede & Co. or registered assigns, the principal sum of                      Dollars ($                    ) on November 15, 2018.

Interest Payment Dates:  May 15 and November 15, commencing May 15, 2011.

Record Dates:  May 1 and November 1.

Dated:

71/8% SENIOR NOTES DUE 2018

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

		HANGER ORTHOPEDIC GROUP, INC.
			By:
				Name:
				Title:
			By:
				Name:
				Title:
This is one of the Notes referred
to in the within-mentioned Indenture:
WILMINGTON TRUST COMPANY,
as Trustee
By:
	Authorized Signatory
Dated

71/8% Senior Notes due 2018

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest.  Hanger Orthopedic Group, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 71/8% per annum until maturity and shall pay Additional Interest, if any, as provided in Section 5(b) of the Registration Rights Agreement.  The Company shall pay interest semi-annually on May 15 and November 15 of each year, commencing May 15, 2011, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be May 15, 2011.  The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2.Method of Payment.  The Company shall pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of the Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes shall be payable as to principal, premium, if any, and interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and Additional Interest, if any, and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at the office of the Trustee or the Trustee’s agent appointed for such purpose.

All payments of principal and interest on this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

3.Paying Agent and Registrar.  Initially, Wilmington Trust Company, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.

4.Indenture.  The Company issued the Notes under an Indenture dated as of November 2, 2010 (“Indenture”) among the Company, the guarantors party thereto (the “Guarantors”) and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by

reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are obligations of the Company unlimited in aggregate principal amount.

5.Optional Redemption.

(a)Except as set forth in clause (b) of this Paragraph 5, the Notes will not be redeemable at the option of the Company prior to November 15, 2014.  Starting on that date, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture.  The Notes may be redeemed at the applicable redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on November 15 of the years indicated below:

Year	Percentage
2014	103.563	%
2015	101.781	%
2016 and thereafter	100.000	%

(b)At any time and from time to time, prior to November 15, 2013, the Company may redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of any Qualified Equity Offering of the Company’s common stock; provided, however, that:

(1)after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes issued on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)any such redemption shall be made within 90 days of the closing of such Qualified Equity Offering upon not less than 30 nor more than 60 days’ prior notice.

(c)At any time and from time to time prior to November 15, 2014, the Company may at its option redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).  Notice of such redemption must be mailed by first-class mail, postage prepaid, to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

(d)Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6.Mandatory Redemption.  The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7.Repurchase at Option of Holder.

(a)Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to a minimum $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the purchase date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).

(b)If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall, within 30 days, commence an offer to all Holders of Notes and all holders of other Pari Passu Indebtedness containing provisions similar to those set forth herein with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of Notes (including Additional Notes) and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for purposes not otherwise prohibited by the Indenture and they will no longer constitute Excess Proceeds.  If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis.  Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

8.Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

9.Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

10.Persons Deemed Owners.  The registered holder of a Note may be treated as its owner for all purposes.

11.Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in

principal amount of the then outstanding Notes voting as a single class, and any existing Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class.  Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect, omission, mistake or inconsistency, to provide for global notes and/or uncertificated notes in addition to or in place of certificated notes, to provide for the assumption by a successor Person of the obligations of the Company under the Indenture in the case of a merger or consolidation or sale of all or substantially all of the assets of the Company, to make any change that would provide any additional rights or benefits to the Holders of Notes (including the addition of Events of Default), to make any change to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA, to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantors, to add a Subsidiary Guarantor under the Indenture or release a Subsidiary Guarantor in accordance with the Indenture, to conform the text of the Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of the Notes” section of the Company’s offering memorandum dated October 20, 2010 relating to the Notes, to the extent such provision of the Indenture, the Notes or the Subsidiary Guarantees was intended to conform to the text of the “Description of the Notes” section, to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee and to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture.

12.Defaults and Remedies.  Each of the following is an Event of Default under the Indenture if it shall occur and be continuing:  (1) default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the Notes; (2) default in payment when due of principal of, or premium, if any, on the Notes; (3) failure by the Company or any of its Restricted Subsidiaries to comply with Article 5 of the Indenture; (4) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to comply with Sections 4.12 and 4.18 of the Indenture; (5) failure to perform or comply with Section 4.03 of the Indenture and continuance of such failure to perform or comply for a period of 90 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; (6) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of its other agreements in the Indenture or in the Notes after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; (7) default by the Company or any Restricted Subsidiary under any mortgage, indenture or instrument (other than the Indenture, this Note and the Subsidiary Guarantees) under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed (other than any such Indebtedness payable to the Company or any Subsidiary of the Company) by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default (A) is caused by a failure to pay principal of, or interest or premium, if any, on such indebtedness prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”); or (B) results in the acceleration of such Indebtedness prior to its express maturity; and in each such case, the principal amount of any such indebtedness, together with the principal amount of any other such Indebtedness under which there exists a Payment Default or the maturity of which has been so accelerated at such time, aggregates more than $30.0 million; (8) failure by the Company or any of the Subsidiary Guarantors to pay final judgments (to the extent nor covered by insurance) aggregating in excess of $30.0 million, which judgments are not paid, discharged, satisfied, waived, bonded or stayed for a period of 60 consecutive days; (9) except as permitted by or in accordance with the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (10) certain events of bankruptcy or insolvency

described in the Indenture with respect to the Company or any of its Significant Subsidiaries (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary).  If any Event of Default occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable without further action or notice.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Additional Interest, if any.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the Notes.  The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13.Trustee Dealings with Company.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14.No Recourse Against Others.  No director, officer, employee, incorporator or stockholder of the Company or of any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under the Indenture, the Notes, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes; such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

15.Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16.Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17.CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as

contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

18.Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of November 2, 2010, between the Company and the parties named on the signature pages thereto or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreements, if any, among the Company and the other parties thereto, relating to rights given by the Company to the purchasers of any Additional Notes.

19.Governing Law.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPALS OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

Hanger Orthopedic Group, Inc.
10910 Domain Drive, Suite 300
Austin, Texas  78758
Attention:  Chief Financial Officer

Assignment Form

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Signature Guarantee:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in
Principal Amount
of this Global Note Amount of
increase in
Principal Amount
of this Global Note Principal Amount
of this Global Note
following such
decrease (or
increase) Signature of
authorized
signatory of
Trustee or Note
Custodian

NOTATION OF GUARANTEE

For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of November 2, 2010 (the “Indenture”), among Hanger Orthopedic Group, Inc. (the “Company”), the Subsidiary Guarantors listed on the signature pages thereto and Wilmington Trust Company, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee.  This Subsidiary Guarantee is subject to release as and to the extent set forth in Sections 10.04 and 10.05 of the Indenture.  Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions.  Capitalized terms used herein and not defined are used herein as so defined in the Indenture.

[Signatures on following page]

Hanger Prosthetics & Orthotics, Inc.
By:
	Name:	George E. McHenry
	Title:	Executive Vice President,
		Chief Financial Officer and Secretary
ABi Orthotic/Prosthetic Laboratories, Ltd.
Advanced Prosthetics of America, Inc.
The Brace Shop Prosthetic Orthotic Centers, Inc.
Colorado Professional Medical, Inc.
Creative Orthotics & Prosthetics, Inc.
DDOPP Holding LLC
DiBello’s Dynamic Orthotics and Prosthetics
Partnership Ltd.
Dosteon Solutions, LLC
Elite Care, Incorporated
Eugene Teufel & Son Orthotics & Prosthetics, Inc.
Hanger Prosthetics & Orthotics East, Inc.
Hanger Prosthetics & Orthotics West, Inc.
Hattingh Holdings, Inc.
Inline Orthotic and Prosthetic Systems
Innovative Neurotronics, Inc.
Linkia, LLC
Nebraska Orthotic & Prosthetic Services, Inc.
OPNET, Inc.
Orthopedic Rehabilitation Products, Ltd.
Southern Prosthetic Supply, Inc.
Speed Acquisition Vehicle, Inc.
Wasatch Orthotics & Pedorthics, LLC
By:
	Name:	George E. McHenry
	Title:	Treasurer and Secretary

EX-5.1

Exhibit 5.1

	ATTORNEYS AT LAW
	777 EAST WISCONSIN AVENUE
	MILWAUKEE, WI 53202-5306
	414.271.2400 TEL
	414.297.4900 FAX
	foley.com
	CLIENT/MATTER NUMBER
	302280-0354

November 18, 2010

Hanger Orthopedic Group, Inc.

10910 Domain Drive, Suite 300

Austin, TX 78758

Ladies and Gentlemen:

We have acted as counsel for Hanger Orthopedic Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange (the “Exchange Offer”) the Company’s new 71/8% Senior Notes due 2018 (the “New Notes”), which are subject to the Registration Statement, for an equal principal amount of the Company’s outstanding 71/8% Senior Notes due 2018, which were issued in transactions not registered under the Securities Act (the “Original Notes”).  The New Notes will be fully and unconditionally guaranteed (the “New Note Guarantees”) by each of the Company’s existing domestic subsidiaries and certain of the Company’s future domestic subsidiaries (the “Guarantors”). The Original Notes were issued, and the New Notes will be issued, pursuant to an Indenture, dated as of November 2, 2010 (the “Indenture”), among the Company, the Guarantors and Wilmington Trust Company, as Trustee (the “Trustee”).

In connection with our opinion, we have examined:  (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference); (b) the Company’s Certificate of Incorporation and Amended and Restated By-Laws, each as amended to date; (c) each Guarantor’s Certificate or Articles of Incorporation, Organization or Formation, each as amended to date; (d) each Guarantor’s Bylaws or other governing document, each as amended to date; (e) the Indenture; (f) the forms of the New Notes and New Note Guarantees; and (g) such other proceedings, documents and records as we have deemed necessary to enable us to render the opinions set forth below.

In our examination of the above referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing and the matters set forth herein, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture shall have been duly

BOSTONBRUSSELSCHICAGODETROIT JACKSONVILLELOS ANGELESMADISONMIAMI MILWAUKEENEW YORKORLANDOSACRAMENTO SAN DIEGOSAN DIEGO/DEL MARSAN FRANCISCOSHANGHAI SILICON VALLEYTALLAHASSEETAMPATOKYOWASHINGTON, D.C.

qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

1.             The New Notes, when duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms.

2.             The New Note Guarantees, when the New Notes are duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the current existing Guarantors enforceable in accordance with their terms.

The foregoing opinions are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (a) any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (b) public policy considerations that may limit the rights of parties to obtain certain remedies. In addition, we express no opinion as to any provision of any instrument, agreement or other document (X) regarding the severability of the provisions thereof; (Y) providing that all remedies are cumulative or that any delay or omission to exercise any right or remedy shall not impair any right or remedy or constitute a waiver thereof; or (Z) consents to, or restrictions upon, governing law, jurisdiction or venue.

We are qualified to practice law in the States of California, Florida, Maryland and New York and we do not purport to be experts on the law other than that of the States of California, Florida, Maryland and New York, the Delaware General Corporation Law, and the federal laws of the United States of America.  We express no opinion with respect to the laws of any jurisdiction other than the States of California, Florida, Maryland and New York, the provisions of the Delaware General Corporation Law, and the federal laws of the United States of America.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement.  In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

2

EX-12.1

Exhibit 12.1

Ratio of Earnings to Fixed Charges

	Year Ended December 31,															Nine Months Ended September 30,
(in thousands)	2005			2006			2007			2008			2009			2009			2010
Earnings:
Pretax income	$	24,135		$	6,843		$	30,993		$	44,441		$	59,994		$	40,322		$	32,992
Fixed charges	47,255			49,079			48,027			44,346			43,806			32,243			34,881
Total earnings	$	71,390		$	55,922		$	79,020		$	88,787		$	103,800		$	72,565		$	67,873
Fixed charges:
Interest expense	$	37,141		$	38,643		$	36,987		$	32,549		$	30,693		$	22,727		$	22,684
Interest within rent expense	10,114			10,436			11,040			11,797			13,113			9,516			12,197
Total fixed charges (1)	$	47,255		$	49,079		$	48,027		$	44,346		$	43,806		$	32,243		$	34,881
Rent Expense	30,343			31,307			33,119			35,390			39,340			28,549			36,592
One-third of rent expense	10,114			10,436			11,040			11,797			13,113			9,516			12,197
Ratio of earnings to fixed charges	1.5		x	1.1		x	1.6		x	2.0		x	2.4		x	2.3		x	1.9		x

(1) The term “fixed charge” means the sum of the following: interest expensed and capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness; and an estimate of interest within rental expense (equal to one-third of rental expense). Management believes this is a reasonable approximation of the interest factor.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 3, 2010 except with respect to our opinion on the consolidated financial statements insofar as it relates to the presentation of additional guarantor subsidiaries discussed in Note Q for which the date is November 18, 2010, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Hanger Orthopedic Group, Inc.’s Current Report on Form 8-K dated November 18, 2010. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
November 18, 2010

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Ivan R. Sabel

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Ivan R. Sabel

Ivan R. Sabel

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Thomas P. Cooper

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Thomas P. Cooper

Thomas P. Cooper

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Cynthia L. Feldmann

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Cynthia L. Feldmann

Cynthia L. Feldmann

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Eric Green

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Eric Green

Eric Green

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Stephen Hare

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Stephen Hare

Stephen Hare

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Isaac Kaufman

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Isaac Kaufman

Isaac Kaufman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Peter Neff

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Peter Neff

Peter Neff

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Bennett Rosenthal

hereby constitute and appoint Thomas F. Kirk, George E. McHenry and Thomas E. Hartman, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Hanger Orthopedic Group, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $200,000,000 aggregate principal amount of unsecured senior debt securities to be issued by the Company, following the private placement of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 4th day of November, 2010.

/s/ Bennett Rosenthal

Bennett Rosenthal

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)   o

WILMINGTON TRUST COMPANY

 (Exact name of Trustee as specified in its charter)

Delaware	51-0055023
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

1100 North Market Street

Wilmington, Delaware  19890-0001

(302) 651-1000

(Address of principal executive offices, including zip code)

Michael A. DiGregorio

Senior Vice President and General Counsel

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware  19890-0001

(302) 651-8793

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Hanger Orthopedic Group, Inc.

(Exact name of obligor as specified in its charter)

Delaware	84-0904275
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

10910 Domain Drive, Suite 300

Austin, Texas 78758

 (Address of principal executive offices, including zip code)

71/8% Senior Notes due 2018

(Title of the indenture securities)

ITEM 1.      GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Federal Reserve Bank of Philadelphia	State Bank Commissioner
Ten Independence Mall	555 East Lockerman Street, Suite 210
Philadelphia, PA 19106-1574	Dover, Delaware 19901

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.      AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16.    LIST OF EXHIBITS.

Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

Exhibit 1.  Copy of the Charter of Wilmington Trust Company:

Exhibit 2 -Certificate of Authority of Wilmington Trust Company to commence business — included in Exhibit 1 above.

Exhibit 3 - Authorization of Wilmington Trust Company to exercise corporate trust powers — included in Exhibit 1 above.

Exhibit 4. Copy of By-Laws of Wilmington Trust Company.

Exhibit 5. Not applicable

Exhibit 6. Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act.

Exhibit 7. Copy of most recent Report of Condition of Wilmington Trust Company.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 17th day of November, 2010.

		WILMINGTON TRUST COMPANY
Attest:	/s/ Michael H. Wass	By:	/s/ Mary St. Amand
	Assistant Secretary	Name:	Mary St. Amand
		Title:	Vice President

EXHIBIT 1*

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

*Exhibit 1 also constitutes Exhibits 2 and 3.

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City.  In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1)To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2)To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim

or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3)To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4)To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyance in all its branches.

(5)To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6)To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefore on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7)To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8)To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9)To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court,

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officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10)And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11)To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b)In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1)To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2)To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

(3)To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell,

3

exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

(4)To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount,  execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5)To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6)It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

Fourth: - (a)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1)One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2)Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b)Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated.  All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative.  The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(1)The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the

4

number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(2)The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3)The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4)Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5)The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6)The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7)The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c)  (1)After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2)After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining

5

assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

(3)Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

(d)No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e)The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f)Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g)Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(h)The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

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Fifth: - (a)  The business and affairs of the Corporation shall be conducted and managed by a Board of Directors.  The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b)The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year.  At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting.  Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors.  At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified.  No decrease in the number of directors shall shorten the term of any incumbent director.

(c)Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d)Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors.  Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.  Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e)Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

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(f)The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g)No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board.  The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.

Fifteenth: - (a) (1)  In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

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(A)any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C)the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D)the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E)any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”).  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2)The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b)The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c)For the purposes of this Article Fifteenth:

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(1)A “person” shall mean any individual, firm, corporation or other entity.

(2)“Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A)is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B)is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C)is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3)A person shall be the “beneficial owner” of any Voting Shares:

(A)which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B)which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C)which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4)The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5)“Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

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(6)“Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d)majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e)Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth:   Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth:

(a)a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b)Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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ADOPTED:  January 21, 2009

EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

ARTICLE 1

Stockholders’ Meetings

Section 1.  Annual Meeting.  The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2.  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3.  Notice.  Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4.  Quorum.  A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured.  At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

Section 1.  Management.  The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2.  Number.  The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of

the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3.  Qualification.  In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders.  The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4.  Meetings.  The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6.  Quorum.  A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7.  Notice.  Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8.  Vacancies.  In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9.  Organization Meeting.  The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board,  a Chief Executive Officer and a President, who may be the same person.  The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable.  The Board of Directors may also elect at such meeting one or more Associate

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Directors.  The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10.  Removal.  The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11.  Responsibility of Officers.  The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

Section 12.  Participation in Meetings.  The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE 3

Committees of the Board of Directors

Section 1.  Audit Committee.

(A)The Audit Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B)The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C)The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the

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Committee.

Section 2.  Compensation Committee.

(A)The Compensation Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C)The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3.  Nominating and Corporate Governance Committee.

(A)The Nominating and Corporate Governance Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

(C)The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 4.Other Committees.  The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

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Section 5.  Associate Directors.

(A)  Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B)   Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 6.  Absence or Disqualification of Any Member of a Committee.  In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4

Officers

Section 1.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2.  Chief Executive Officer.  The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3.  President.  The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4.  Duties.  The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

Section 5.  Vice Presidents.  There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the

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Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6.  Secretary.  The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis.  In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting.  He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7.  Chief Financial Officer.  The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company.  He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company.  He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8.  Controller.  There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9.  Audit Officers.  The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10.  Other Officers.  There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who

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may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

Section 11.  Powers and Duties of Other Officers.  The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12.  Number of Offices.  Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

ARTICLE 5

Stock and Stock Certificates

Section 1.  Transfer.  Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2.  Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company.  The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

Section 3.  Record Date.  The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

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ARTICLE 6

Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

The fiscal year of the Company shall be the calendar year.

ARTICLE 8

Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine.  Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

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ARTICLE 10

Indemnification

Section 1. Persons Covered.  The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

                The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.  Advance of Expenses.  The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3.  Certain Rights.  If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the

9

unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4.  Non-Exclusive.  The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Reduction of Amount.  The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6.  Effect of Modification.  Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

ARTICLE 12

Miscellaneous

                Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	WILMINGTON TRUST COMPANY
Dated:   November 17, 2010	By:	/s/ Mary St. Amand
	Name:  Mary St. Amand
	Title:  Vice President

EXHIBIT 7

This form is intended to assist state nonmember banks and savings banks with state publication requirements.  It has not been approved by any state banking authorities.  Refer to your appropriate state banking authorities for your state publication requirements.

R E P O R T   O F   C O N D I T I O N

WILMINGTON TRUST COMPANY of Wilmington
Name of Bank	City

in the State of Delaware, at the close of business on June 30, 2010:

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:	234,318
Securities:	627,765
Federal funds sold and securities purchased under agreement to resell:	41,850
Loans and leases held for sale:	8,509
Loans and leases net of unearned income, allowance:	7,061,058
Premises and fixed assets:	120,329
Other real estate owned:	42,644
Investments in unconsolidated subsidiaries and associated companies:	1,227
Direct and indirect investments in real estate ventures:	5,513
Intangible assets:	6,280
Other assets:	629,875
Total Assets:	8,779,168

LIABILITIES	Thousands of Dollars
Deposits	6,649,712
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase	742,436
Other borrowed money:	28,980
Other Liabilities:	413,723
Total Liabilities	7,834,851

EQUITY CAPITAL	Thousands of Dollars
Common Stock	500
Surplus	379,847
Retained Earnings	670,148
Accumulated other comprehensive income	(106,178	)
Total Equity Capital	944,317
Total Liabilities and Equity Capital	8,779,168

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

HANGER ORTHOPEDIC GROUP, INC.

OFFER TO EXCHANGE ALL OUTSTANDING
7¹/8% Senior Notes due 2018
FOR NEW, REGISTERED
7¹/8% Senior Notes due 2018

Pursuant to the Prospectus dated                                    , 2010

        THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME, ON                                    , 2010, UNLESS EXTENDED (THE "EXPIRATION DATE"). 

The Exchange Agent for the Exchange Offer is Wilmington Trust Company.

By Facsimile Transmission:
(For Eligible Institutions Only)
(302) 636-4139
Attention: Exchanges
  
Confirm by Telephone:
(302) 636-6181 By Registered or Certified Mail,
Hand or Overnight Courier:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1615
Attention: Sam Hamed

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

        The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated                                                 , 2010 (the "Prospectus"), of Hanger Orthopedic Group, Inc., a Delaware corporation (the "Company"), and the subsidiaries of the Company named therein, and this Letter of Transmittal (the "Letter"), which together constitute the Company's offer (the "Exchange Offer") to exchange its 7¹/8% Senior Notes due 2018, which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding unregistered 7¹/8% Senior Notes due 2018. In this Letter, the Company's issued and outstanding unregistered 7¹/8% Senior Notes due 2018 are referred to as the "Original Notes," and the Company's new, registered 7¹/8% Senior Notes due 2018 are referred to as the "New Notes."

        For each Original Note accepted for exchange, the Holder of such Original Note will receive a New Note having a principal amount equal to that of the surrendered Original Note. The New Notes will bear interest from the most recent date to which interest has been paid on the Original Notes or, if no interest has been paid on the Original Notes, from November 2, 2010. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accrued from the most recent date to which interest has been paid or, if no interest has been paid, from November 2, 2010. However, if that record date occurs prior to completion of the Exchange Offer, then the interest payable on the first interest payment date following the completion of the Exchange Offer will be paid to the registered Holders of the Original Notes on that record date. Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer and will be cancelled. Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in

respect of accrued interest on such Original Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

        This Letter is to be completed by a Holder of Original Notes either if (1) certificates are to be forwarded herewith or (2) tenders are to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "The Exchange Offer—Book-Entry Transfer" section of the Prospectus. Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

        Tenders by book-entry transfer also may be made by delivering an Agent's Message in lieu of this Letter. The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and the Company may enforce this Letter against such participant.

        As used in this Letter, the term "Holder" with respect to the Exchange Offer means any person in whose name Original Notes are registered on the books of the Company or, with respect to interests in global notes held by DTC, any DTC participant listed in an official DTC proxy. The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

2

        List below the Original Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount of Original Notes	Principal Amount Tendered**
	Total

*

Do not complete if Original Notes are being tendered by book-entry transfer.

**

A holder will be deemed to have tendered ALL Original Notes unless a lesser amount is specified in this column. See Instruction 2. Original Notes tendered hereby must be in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. See Instruction 1.

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        Account Number Transaction Code Number

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s)

        Window Ticket Number (if any)

        Date of Execution of Notice of Guaranteed Delivery

        Name of Institution Which Guaranteed Delivery

        If Delivered by Book-Entry Transfer, Complete the Following:

        Account Number Transaction Code Number

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:

        Address:

3

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes indicated on page 3 of this Letter. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Original Notes, with full power of substitution, among other things, to cause the Original Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes, and to acquire the New Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that: (1) any New Notes acquired in exchange for Original Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (2) neither the Holder of such Original Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such New Notes, and (3) neither the Holder of such Original Notes nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company.

        The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Original Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Holders are not broker-dealers, such New Notes are acquired in the ordinary course of such Holders' business and such Holders have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, then the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes. If any Holder is an affiliate of the Company, or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely on the applicable interpretations of the staff of the SEC, (ii) is not entitled and will not be permitted to tender Original Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

4

        The undersigned will, upon request, execute and deliver any additional documents reasonably deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the Prospectus.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Original Notes Tendered."

The undersigned, by completing the box entitled "Description of Original Notes Tendered" on page 3 of this Letter and signing this Letter, will be deemed to have tendered the Original Notes as set forth in such box on page 3 of this Letter.

5

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Original Notes not exchanged and/or New Notes are to be issued in the name of someone other than the undersigned, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue:	o    New Notes
	o    Original Notes
Name(s)
	(Please Type or Print)
Address
Taxpayer Identification or Social Security No.
o Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.
(Book-Entry Transfer Facility Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Original Notes not exchanged and/or New Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than shown in the box entitled "Description of Original Notes Tendered" on this Letter.

Mail:	o    New Notes
	o    Original Notes
Name(s)
	(Please Type or Print)
Address

6

ALL TENDERING HOLDERS PLEASE SIGN HERE
(Complete Substitute Form W-9 on next page)

X	Date	, 0000
X	Date	, 0000

Area Code and Telephone Number

            This Letter must be signed by the registered holder(s) or DTC participant(s) exactly as the name(s) appear(s) on the Original Notes or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 3.

Name(s): (Please Type or Print)

Capacity (full title):

Address:

Taxpayer Identification or Social Security No.:

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed
By an Eligible Institution: (Authorized Signature)

Name and Title:

Name of Firm:

Dated: , 2010

IMPORTANT: This Letter (or a facsimile hereof), together with the certificates for Original Notes or a Book-Entry Confirmation and all other required documents or The Notice of Guaranteed Delivery, must be received by the Exchange Agent prior to 11:59 p.m., New York City time, on the Expiration Date.

7

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)

PAYOR'S NAME: Wilmington Trust Company
SUBSTITUTE FORM W-9	Part 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN ON THE LINE AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. If Original Notes are held in more than one name, see the Guidelines for Certification of Taxpayer Identification Number on Substitute W-9 to determine which number you must provide.	Social security number    OR Employer Identification number
Department of the Treasury Internal Revenue Service	Part 2—FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
PAYOR'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION	Part 3—CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
	(1)  the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
	(2)  I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3)  I am a U.S. Citizen or other U.S. Person.
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

SIGNATURE

PRINTED NAME

DATE

	You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because you failed to report all interest and dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature Date , 0000

8

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.

Delivery of this Letter and Original Notes; Guaranteed Delivery Procedures.

        This Letter is to be completed by Holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer—Book-Entry Transfer" section of the Prospectus. Certificates for all physically tendered Original Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

        Holders who tender their Original Notes by delivering an Agent's Message do not need to submit this Letter.

        Holders whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) prior to 11:59 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Original Notes and the amount of Original Notes tendered stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the Expiration Date, the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the Expiration Date.

The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering Holders, and the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If delivery is by mail, registered mail, properly insured, with return receipt requested, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        See "The Exchange Offer" section of the Prospectus.

2.

Partial Tenders (not applicable to Holders who tender by book-entry transfer).

        If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of the Original Notes to be tendered in the box above entitled "Description of Original Notes Tendered—Principal Amount Tendered." A reissued certificate representing the balance of non-tendered Original Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter promptly after the

9

Expiration Date. All of the Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3.

Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.

        If this Letter is signed by the registered Holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If this Letter is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Original Notes.

        If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

        If any tendered Original Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of Original Notes.

        When this Letter is signed by the registered Holder(s) of the Original Notes specified herein and tendered hereby, no endorsements of the tendered Original Notes or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered Holder, then endorsements of any Original Notes transmitted hereby or separate bond powers are required. Signatures on the Original Notes or bond power must be guaranteed by an Eligible Institution.

        If this Letter is signed by a person other than the registered Holder(s) of any Original Notes specified herein, such Original Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder or Holders appear(s) on the Original Notes (or security position listing) and signatures on the Original Notes or bond power must be guaranteed by an Eligible Institution.

        If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, must submit proper evidence satisfactory to the Company of their authority to so act.

        Endorsements on Original Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution," including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an "Eligible Institution").

        Signatures on this Letter need not be guaranteed by an Eligible Institution if the Original Notes are tendered: (i) by a registered Holder of Original Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the Owner of such Original Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter, or (ii) for the account of an Eligible Institution.

4.

Special Issuance and Delivery Instructions.

        Tendering Holders of Original Notes should indicate in the applicable box on page 6 of this Letter the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders

10

tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such note Holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this Letter.

5.

Taxpayer Identification Number.

        Federal income tax law generally requires that a tendering Holder whose Original Notes are accepted for exchange must provide the Company (as payor) with such Holder's correct Taxpayer Identification Number ("TIN") on the substitute Form W-9 on page 8 of this Letter, which in the case of a tendering Holder who is an individual, is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering Holder of New Notes. If withholding results in an overpayment of taxes, a refund may be obtained.

        Exempt Holders of Original Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt holders, other than foreign individuals, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 and sign, date and return the form to the Exchange Agent. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8 Certificate of Foreign Status.

        To prevent backup withholding, each tendering Holder of Original Notes must provide its correct TIN by completing the Substitute Form W-9 on page 8 of this Letter, certifying, under penalties of perjury, that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding. If the Original Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. Failure to provide the information on the form may subject the Holder to 28% federal income tax backup withholding on all reportable payments to the Holder. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, apply for a TIN and write "applied for" in lieu of its TIN in Part 1 of the Substitute Form W-9. Writing "applied for" on the form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If "applied for" is written in Part 1 of the Substitute Form W-9 and the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent will withhold 28% of all reportable payments to the Holder thereafter until a TIN is provided to the Exchange Agent.

6.

Transfer Taxes.

        The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of

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payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter.

7.

No Conditional Tenders.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Original Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

        Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

8.

Mutilated, Lost, Stolen or Destroyed Original Notes.

        Any Holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

9.

Withdrawal Rights.

        Tenders of Original Notes may be withdrawn at any time prior to 11:59 p.m., New York City time, on the Expiration Date. For a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address on page 1 of this Letter prior to 11:59 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Original Notes to be withdrawn (the "Depositor"), (ii) identify the Original Notes to be withdrawn (including certificate number or numbers and the principal amount of such Original Notes), (iii) contain a statement that such Holder is withdrawing his election to have such Original Notes exchanged, (iv) be signed by the Holder in the same manner as the original signature on the Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Original Notes register the transfer of such Original Notes in the name of the person withdrawing the tender and (v) specify the name in which such Original Notes are registered, if different from that of the Depositor. If Original Notes have been tendered pursuant to the procedure for book-entry transfer set forth in "The Exchange Offer—Book-Entry Transfer" section of the Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes and otherwise comply with the procedures of such facility.

        All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in "The Exchange Offer—Book-Entry Transfer" section of the Prospectus, such Original Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Original Notes) as soon as practicable after withdrawal, rejection of tender or termination of the

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Exchange Offer. Properly withdrawn Original Notes may be retendered by following the procedures described above at any time on or prior to 11:59 p.m., New York City time, on the Expiration Date.

10.

Irregularities.

        The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Original Notes not properly tendered or to not accept any particular Original Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Original Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Original Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Original Notes either before or after the Expiration Date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Original Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

11.

Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter, the Notice of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated on page 1 of this Letter.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
7¹/8% SENIOR NOTES DUE 2018
OF
HANGER ORTHOPEDIC GROUP, INC.

        This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the exchange offer of Hanger Orthopedic Group, Inc. (the "Company") made pursuant to the Prospectus dated                                    , 2010 (the "Prospectus") if certificates for the outstanding 7¹/8% Senior Notes due 2018 (the "Original Notes") are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wilmington Trust Company as exchange agent (the "Exchange Agent"), prior to 11:59 p.m., New York City time, on                                                 , 2010 (the "Expiration Date"). This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, overnight courier, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the exchange offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 11:59 p.m., New York City time, on the Expiration Date.

        The Exchange Agent for the exchange offer is Wilmington Trust Company.

By Facsimile Transmission:
(For Eligible Institutions Only)
(302) 636-4139
Attention: Exchanges
  
Confirm by Telephone:
(302) 636-6181 By Registered or Certified Mail,
Hand or Overnight Courier:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1615
Attention: Sam Hamed

        DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

        THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, THE SIGNATURE GUARANTEED MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Original Notes of the series set forth below pursuant to the guaranteed delivery procedures described in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus.

Total Principal Amount of Original Notes Tendered:*	If Original Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.
$	Account Number
Certificate Nos. (if available)
*  Must be in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

	PLEASE SIGN HERE
x
x	Signature(s) of Owner(s) or Authorized Signatory	Date

Area Code and Telephone Number(s):

        Must be signed by the registered holder(s) of Original Notes as their name(s) appear(s) on the Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Telephone Number:

2

GUARANTEE
(Not to be used for signature guarantee)

        The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution" including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an "Eligible Institution"), hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent's account at The Depository Trust Company pursuant to the procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.

Name of Firm	Authorized Signature
Address	Title

Zip Code
Name:
(Please Type or Print)

Telephone Number
Dated:

NOTE:    DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. CERTIFICATES FOR ORIGINAL NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

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Exhibit 99.2

EX-99.3

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Exhibit 99.3

INSTRUCTIONS

Instructions to Registered Holder and/or DTC Participant
from Beneficial Owner
of
7¹/8% Senior Notes due 2018

THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME,
ON                                    , 2010, UNLESS THE OFFER IS EXTENDED.

To Registered Holder and/or Depository Trust Company Participant:

        The undersigned hereby acknowledges receipt of the Prospectus dated                                    , 2010 (the "Prospectus") of Hanger Orthopedic Group, Inc., a Delaware corporation (the "Company"), and the subsidiaries of the Company named therein and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer") to exchange its 7¹/8% Senior Notes due 2018, which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding unregistered 7¹/8% Senior Notes due 2018. In this letter, the Company's issued and outstanding unregistered 7¹/8% Senior Notes due 2018 are referred to as the "Original Notes," and the Company's new, registered 7¹/8% Senior Notes due 2018 are referred to as the "New Notes." Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder and/or Depository Trust Company Participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original Notes held by you for the account of the undersigned.

        The aggregate principal amount of Original Notes held by you for the account of the undersigned is (fill in amount):

        $                   of the outstanding 7¹/8% Senior Notes due 2018.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

TO TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Original Notes to be tendered, if less than all):

        $                   of the outstanding 7¹/8% Senior Notes due 2018.

o

NOT TO TENDER any Original Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the undersigned is not an "affiliate" of the Company, (ii) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of New Notes to be received in the Exchange Offer, and (iv) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale

of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

SIGN HERE

Name of Beneficial Owner(s)

Signature(s)

Name(s) (please print)

Address

Telephone Number

Taxpayer Identification or Social Security No.

Date

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Exhibit 99.3

CORRESP

	ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI  53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com
November 18, 2010	WRITER’S DIRECT LINE 414.319.7348 brikkers@foley.com EMAIL
	CLIENT/MATTER NUMBER 302280-0354

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:	Hanger Orthopedic Group, Inc. and its Subsidiary Guarantors—
	Registration Statement on Form S-4

Ladies and Gentlemen:

On behalf of Hanger Orthopedic Group, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company set forth in Exhibit A hereto (the “Subsidiary Guarantors”), we are transmitting for filing under the Securities Act of 1933, as amended (the “Securities Act”), and under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), the above-referenced Registration Statement, with exhibits, relating to a proposed offer to exchange (the “Exchange Offer”) the Company’s new 71/8% Senior Notes due 2018 (the “New Notes”) for an equal principal amount of the Company’s outstanding 71/8% Senior Notes due 2018 (the “Original Notes”).  Included with the exhibits filed with the Registration Statement is the Form T-1 Statement of Eligibility under the Trust Indenture Act of Wilmington Trust Company.

The Company and the Subsidiary Guarantors are registering the Exchange Offer in reliance on the position of the Staff of the Division of Corporation Finance of the Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Staff’s letter to Shearman & Sterling (available July 2, 1993) and pursuant to General Instruction B.1.a. of Form S-4.  The Company and the Subsidiary Guarantors have advised us that neither the Company nor any Subsidiary Guarantor has entered into any arrangement or understanding with any person to distribute the New Notes and that, to the best of the Company’s and each Subsidiary Guarantor’s information and belief, each holder of the Original Notes that may participate in the Exchange Offer will acquire the New Notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the New Notes.

The Company has made a wire transfer in the amount of $14,260 payment of the prescribed registration fee to the United States Treasury designated lockbox depository at U.S. Bank in St. Louis, Missouri.  Such fee was calculated in accordance with Section 6(b) of, and Rule 457(f)(2) under, the Securities Act.  The Company’s CIK number is 0000722723.

BOSTON BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C.

Should any questions arise in connection with this filing, please contact the undersigned at (414) 319-7348 or Mark T. Plichta at (414) 297-5670.

Very truly yours,

/s/ Benjamin F. Rikkers

Benjamin F. Rikkers

Enclosure

cc:	Hanger Orthopedic Group, Inc.
	Working Group

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EXHIBIT A

ABi Orthotic/Prosthetic Laboratories, Ltd.

Advanced Prosthetics of America, Inc.

Colorado Professional Medical, Inc.

Creative Orthotics & Prosthetics, Inc.

DDOPP Holding LLC

DiBello’s Dynamic Orthotics and Prosthetics Partnership Ltd.

Dosteon Solutions, LLC

Elite Care, Incorporated

Eugene Teufel & Son Orthotics & Prosthetics, Inc.

Hanger Prosthetics & Orthotics East, Inc.

Hanger Prosthetics & Orthotics West, Inc.

Hanger Prosthetics & Orthotics, Inc.

Hattingh Holdings, Inc.

Inline Orthotic and Prosthetic Systems

Innovative Neurotronics, Inc.

Linkia, LLC

Nebraska Orthotic & Prosthetic Services, Inc.

OPNET, Inc.

Orthopedic Rehabilitation Products, Ltd.

Southern Prosthetic Supply, Inc.

The Brace Shop Prosthetic Orthotic Centers, Inc.

Speed Acquisition Vehicle, Inc.

Wasatch Orthotics & Pedorthics, LLC