Langer, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements

These unaudited pro forma condensed consolidated financial statements of Langer, Inc. (the “Company”) have been prepared to reflect the October 24, 2008 sale of certain assets of the Langer branded custom orthotics and related products business (the “Transferred Business”) to Langer Acquisition Corp. (the “Purchaser”) as described in Item 2.01 of this Current Report.

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008 are based on the Company’s historical condensed consolidated statements of operations, and give effect to the disposition of the Transferred Business as well as the dispositions of Bi-Op Laboratories, Inc. and Regal Medical Supply, LLC as if they had occurred on January 1, 2007. The unaudited pro forma consolidated balance sheet as of June 30, 2008 is based on the Company’s historical balance sheet as of that date, and gives effect to the disposition of the Transferred Business as if it had occurred on June 30, 2008. The unaudited pro forma consolidated statements of operations are based on the assumptions and adjustments described in the accompanying notes and do not reflect any adjustments for non-recurring items or changes in operating strategies arising as a result of the disposition of the Transferred Business. These unaudited pro forma condensed consolidated financial statements include no assumptions regarding the use of proceeds from the sale of the Transferred Business, which are presented as additional cash on the unaudited pro forma consolidated balance sheet. Accordingly, the actual effect of the sale, due to this and other factors, could differ from the pro forma adjustments presented herein. However, management believes that the assumptions used and the adjustments made are reasonable under the circumstances and given the information available.

These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the sale of the Transferred Business been consummated as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and accompanying notes should be read together with the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2007, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as well as in conjunction with the Company’s unaudited condensed consolidated financial statements and accompanying notes as of and for the period ended June 30, 2008, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2008.

Langer Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet

June 30, 2008

				Langer			(a)
	Historical			Orthotics			Pro Forma
	June 30,			Business			Adjustments				Pro Forma
	2008			6/30/08			6/30/08				6/30/08
Assets:
Current Assets:
Cash and cash equivalents	$	650,366		$	(3,528	)	$	3,712,743		(b)	$	4,366,637
Restricted cash - escrow		1,000,000			-							1,000,000
Accounts receivable, net of allowance for doubtful accounts												-
and returns and allowances aggregating $831,506		7,172,046			1,424,487							5,747,559
Inventories, net		6,458,769			597,080							5,861,689
Assets held for sale		2,363,304						-		(f)		2,363,304
Prepaid expenses and other current assets		1,333,877			225,366			475,000		(c)		1,583,511
Total Current Assets		18,978,362			2,243,405			4,187,743				20,922,700
Property and equipment, net		11,712,262			1,581,421			-				10,130,841
Identifiable intangible assets, net		13,419,701			364,298							13,055,403
Goodwill		19,870,407			-			(1,672,344	)			18,198,063
Other assets		1,137,039			650			-				1,136,389
Total Assets	$	65,117,771		$	4,189,774		$	2,515,399			$	63,443,396
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	2,701,304		$	634,344		$	75,000		(d)	$	2,141,960
Liabilities related to assets held for sale		90,454			-							90,454
Other current liabilities, including current maturities of note payable		2,955,174			462,101			-				2,493,073
Unearned revenue		303,151			303,151							-
Total Current Liabilities		6,050,083			1,399,596			75,000				4,725,487
Long-term debt:
5% Covertible notes, net of discount of $346,082 at June 30, 2008		28,533,918			-							28,533,918
Obligation under capital lease		2,700,000			-							2,700,000
Unearned revenue		101,603			101,603							-
Deferred income taxes payable		1,716,001			-			(234,951	)	(e)		1,481,050
Other Liabilities		44,488			44,488							-
Total Liabilities		39,146,093			1,545,687			(159,951	)			37,440,455
Stockholders' Equity:
Preferred stock, $1.00 par value; authorized $250,000 shares; no shares issued		-
Common stock, $.02 par value; authorized 50,000,000 shares; issued 11,588,513 shares		231,771			-							231,771
Additional paid in capital		53,877,248			-							53,877,248
Accumulated Deficit		(27,361,849	)		2,644,087			2,675,350				(27,330,586	)
Accumulated Other Comprehensive Income		697,818										697,818
Total		27,444,988			2,644,087			2,675,350				27,476,251
Treasury stock at cost, 936,939 shares		(1,473,310	)		-							(1,473,310	)
Total		25,971,678			2,644,087			2,675,350				26,002,941
Total Liabilities and Stockholders' Equity	$	65,117,771		$	4,189,774		$	2,515,399			$	63,443,396

Langer Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2008

	Historical			Langer
	Consolidated			Orthotics			6/30/2008
	6/30/2008			Business			Pro Forma
Income From Continuing Operations:
Net Sales	$	28,951,544		$	5,527,752		$	23,423,792
Cost of Sales		20,429,955			4,247,418			16,182,537
Gross Profit		8,521,589			1,280,334			7,241,255
General and administrative expenses		6,126,821			800,612			5,326,209
Selling expenses		3,154,344			379,342			2,775,002
Research and development expenses		516,955			-			516,955
Operating (Loss) Income		(1,276,531	)		100,380			(1,376,911	)
Other Income (Expense):
Interest income		35,033			19,272			15,761
Interest expense		(1,107,284	)		-			(1,107,284	)
Other Income (Expense)		11,500			239			11,261
Other (Expense) Income, net		(1,060,751	)		19,511			(1,080,262	)
Loss Before Income Taxes		(2,337,282	)		119,891			(2,457,173	)
Provision for Income Taxes		(29,067	)		(23,000	)		(6,067	)
Net Loss from continuing operations	$	(2,366,349	)	$	96,891		$	(2,463,240	)
Net Loss per common share:
Basic and diluted:
Loss from continuing operations	$	(0.22	)				$	(0.23	)
Weighted average number of common shares used
in the computation of net (loss) per share:
Basic and diluted		10,651,573						10,651,573

Langer Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2007

	Historical Consolidated 2007 As Previously Reported			(g) Regal			(h) Bi-Op			Historical Consolidated 2007 as Restated			Langer Orthotics Business			2007 Pro Forma
Income From Continuing Operations:
Net Sales	$	62,912,298		$	3,752,324		$	2,882,165		$	56,277,809		$	14,125,524		$	42,152,285
Cost of Sales		40,523,793			1,114,754			1,600,990			37,808,049			10,741,461			27,066,588
Gross Profit		22,388,505			2,637,570			1,281,175			18,469,760			3,384,063			15,085,697
General and administrative expenses		14,066,476			373,499			717,095			12,975,882			2,105,378			10,870,504
Selling expenses		9,418,661			2,672,939			172,452			6,573,270			1,026,017			5,547,253
Research and development expenses		837,934			-			-			837,934			-			837,934
Operating (Loss) Income		(1,934,566	)		(408,868	)		391,628			(1,917,326	)		252,668			(2,169,994	)
Other Income (Expense):
Interest income		257,964			-			15,626			242,338			55,235			187,103
Interest expense		(2,186,100	)		-			-			(2,186,100	)		(122	)		(2,185,978	)
Other income (expense)		22,329			-			(6,635	)		28,964			32,559			(3,595	)
Other (Expense) Income, net		(1,905,807	)		-			8,991			(1,914,798	)		87,672			(2,002,470	)
Loss Before Income Taxes		(3,840,373	)		(408,868	)		400,619			(3,832,124	)		340,340			(4,172,464	)
Provision for Income Taxes		(234,771	)		-			(119,537	)		(115,234	)		(46,000	)		(69,234	)
Net Loss from continuing operations	$	(4,075,144	)	$	(408,868	)	$	281,082		$	(3,947,358	)	$	294,340		$	(4,241,698	)
Net Loss per common share:
Basic and diluted:
Loss from continuing operations	$	(0.35	)													$	(0.37	)
Weighted average number of common shares used
in the computation of net (loss) per share:
Basic and diluted		11,484,486															11,484,486

Langer, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(a) Adjustments represent the details of the sale of the Transferred Business as if it occurred on June 30, 2008 as follows:

Cash received	$	4,707,743
Net assets sold		(2,644,087	)
Goodwill written off		(1,672,344	)
Liability for Severance contingency		(75,000	)
Transaction costs related to sale		(520,000	)
Deferred tax benefit		234,951
Pro forma gain on sale of Deer Park	$	31,263

(b) Represents cash received ($4,707) net of transaction costs ($520) and cash in escrow ($475).

(c) Portion of the sales proceeds will be held in escrow for up to a 12 month period, to reimburse the Purchaser for potential indemnification obligations under the Purchase Agreement.

(d) Represents a liability related to certain severance costs that the Company is responsible per the Purchase Agreement.

(e) Represents the write off of the deferred tax liability related to the $1,692 of goodwill associated with the Transferred Business. Such goodwill was being amortized for tax purposes.

(f) Assets held for sale on the historical balance sheet relate to Bi-Op Laboratories, Inc., which was presented as discontinued operations at June 30, 2008 and subsequently sold.

(g) Reflects the elimination of the results of operations of the discontinued operations of Regal Medical Supply, LLC, which was sold on June 11, 2008.

(h) Reflects the elimination of the results of operations of the discontinued operations of Bi-Op Laboratories, Inc., which was sold on July 31, 2008.