SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934
                             (Amendment No. _______)

[X] Filed by registrant

[ ] Filed by a party other than the registrant


Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2)
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12


                                  LANGER, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)


                        ---------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         1) Title of each class of securities to which transaction applies:

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         2) Aggregate number of securities to which transaction applies:

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         3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

         -----------------------------------------------------------------------
         4) Proposed maximum aggregate value of transaction:

         -----------------------------------------------------------------------
         5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

         1) Amount previously paid:

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         2) Form, schedule or registration statement No.:

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         3) Filing party:

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         4) Date filed:

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                                  LANGER, INC.

                                450 COMMACK ROAD
                         DEER PARK, NEW YORK 11729-4510

                                 April 29, 2003

To Our Stockholders:

         On behalf of your Company's Board of Directors, I cordially invite you
to attend the Annual Meeting of Stockholders, to be held on Wednesday, June 25,
2003, at 10:00 A.M., local time, at the Company's executive offices at 450
Commack Road, Deer Park, NY 11729-4510.

         The accompanying Notice of Meeting and Proxy Statement cover the
details of the matters to be presented.

         A copy of the Company's Annual Report for the year ended December 31,
2002, is included herewith.

         REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, I URGE
THAT YOU PARTICIPATE BY COMPLETING AND RETURNING YOUR PROXY CARD AS SOON AS
POSSIBLE. YOUR VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED. YOU MAY REVOKE
YOUR PROXY AND VOTE IN PERSON IF YOU DECIDE TO ATTEND THE ANNUAL MEETING.


                                                   Cordially,

                                                    LANGER, INC.


                                                   Andrew H. Meyers
                                                   President and
                                                   Chief Executive Officer


















                                  LANGER, INC.

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 25, 2003


To Our Stockholders:

         You are cordially invited to attend the Annual Meeting of Stockholders,
and any adjournments or postponements thereof (the "Meeting"), of Langer, Inc.,
a Delaware corporation (the "Company"), which will be held on Wednesday, June
25, 2003 at 10:00 A.M., local time, at the Company's executive offices at 450
Commack Road, Deer Park, NY 11729-4510, for the following purposes:

             1.   To elect six members to serve on the Board of Directors until
         the next annual meeting of Stockholders and until their successors are
         duly elected and qualified (Proposal 1);

             2.   To ratify the appointment of Deloitte & Touche LLP as the
         Company's independent auditors for the year ending December 31, 2003
         (Proposal 2); and

             3.   To transact such other business as may properly be brought
         before the Meeting, including proposals to adjourn the meeting.

         Stockholders of record at the close of business on May 5, 2003 shall be
entitled to notice of and to vote at the Meeting. A copy of the Annual Report of
the Company for the year ended December 31, 2002, is included herewith.

         YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF
YOU DECIDE TO ATTEND THE MEETING.

                                         By order of the Board of Directors


                                         Steven M. Goldstein
                                         Secretary

April 29, 2003










                                  LANGER, INC.
                                450 COMMACK ROAD
                         DEER PARK, NEW YORK 11729-4510

                              --------------------

                                 PROXY STATEMENT

                              --------------------

                         ANNUAL MEETING OF STOCKHOLDERS


                                  TO BE HELD ON

                                  JUNE 25, 2003

                                  INTRODUCTION


PROXY SOLICITATION AND GENERAL INFORMATION

         This Proxy Statement and the enclosed form of proxy (the "Proxy Card")
are being furnished to the holders of common stock, par value $0.02 per share
(the "Common Stock"), of Langer, Inc., a Delaware corporation (the "Company"),
in connection with the solicitation of proxies by the Board of Directors (the
"Board" or "Board of Directors") of the Company for use at the Annual Meeting of
Stockholders to be held on Wednesday, June 25, 2003, at the Company's executive
offices at 450 Commack Road, Deer Park, NY 11729-4510, at 10:00 A.M., local
time, and at any adjournment or postponement thereof (the "Meeting"). This Proxy
Statement and the Proxy Card are expected to be sent to Stockholders on or about
May 12, 2003.

         At the Meeting, holders of Common Stock (the "Stockholders") will be
asked:

             1.   To elect six members to serve on the Board of Directors until
         the next annual meeting of Stockholders and until their successors are
         duly elected and qualified (Proposal 1);

             2.   To ratify the appointment of Deloitte & Touche LLP as the
         Company's independent auditors for the year ending December 31, 2003
         (Proposal 2); and

             3.   To transact such other business as may properly be brought
         before the Meeting, including proposals to adjourn the meeting.

         The Board of Directors has fixed the close of business on May 5, 2003
as the record date for the determination of Stockholders entitled to notice of
and to vote at the Meeting. Each such Stockholder will be entitled to one vote
for each share of Common Stock held on all matters to come before the Meeting
and may vote in person or by proxy authorized in writing.


                                       5




         Stockholders are requested to complete, sign, date and promptly return
the Proxy Card in the enclosed envelope. Common Stock represented by properly
executed proxies received by the Company and not revoked will be voted at the
Meeting in accordance with instructions contained therein. If the Proxy Card is
signed and returned without instructions, the shares will be voted FOR the
election of each nominee for director named herein (Proposal 1), and FOR the
ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors (Proposal 2). A Stockholder who so desires may revoke its
proxy at any time before it is voted at the Meeting by: (i) delivering written
notice to the Company (attention: Secretary); (ii) duly executing and delivering
a proxy bearing a later date; or (iii) casting a ballot at the Meeting.
Attendance at the Meeting will not in and of itself constitute a revocation of a
proxy.

         A Stockholder may designate a person or persons other than those
persons designated on the Proxy Card to act as the Stockholder's proxy. The
Stockholder may use the Proxy Card to give another person authority by striking
out the names appearing on the Proxy Card, inserting the name(s) of another
person(s) and delivering the signed card to such person(s). The person(s)
designated by the Stockholder must present the signed Proxy Card at the meeting
in order for the shares to be voted.

         Where the Stockholder is not the record holder, such as where the
shares are held through a broker, nominee, fiduciary or other custodian, the
Stockholder must provide voting instructions to the record holder of the shares
in accordance with the record holder's requirements in order to ensure the
shares are properly voted.

         The Board of Directors knows of no other matters that are to be brought
before the Meeting other than as set forth in the Notice of Meeting. If any
other matters properly come before the Meeting, the persons named in the
enclosed form of proxy, or their substitutes, will vote in accordance with their
discretion on such matters.

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE; QUORUM

         Only Stockholders as of the close of business on May 5, 2003 (the
"Record Date") are entitled to notice of and to vote at the Meeting. As of April
21, 2003, there were 4,377,255 shares of Common Stock outstanding and entitled
to vote, with each share entitled to one vote. See "Security Ownership of
Certain Beneficial Owners and Management." The presence at the Meeting, in
person or by duly authorized proxy, of the holders of a majority of the shares
of Common Stock entitled to vote constitute a quorum for this Meeting.

REQUIRED VOTES

         The affirmative vote of a plurality of the votes cast in person or by
proxy is necessary for the election of directors (Proposal 1). The affirmative
vote of a majority of the votes cast in person or by proxy is necessary for the
approval and ratification of the appointment of independent auditors (Proposal
2).



                                       6



         Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from beneficial owners. If
specific instructions are not received, brokers may exercise their discretion.
Shares as to which brokers have submitted executed Proxy Cards but have not
exercised discretionary authority or received instructions from beneficial
owners are considered "broker non-votes," and, along with Shares as to which a
Stockholder abstains from voting, will be counted for purposes of determining
whether there is a quorum.

         Votes at the Meeting will be tabulated by an inspector of elections
appointed by the Company or the Company's transfer agent. Since the affirmative
vote of a plurality of votes cast is required for the election of directors
(Proposal 1), abstentions and "broker non-votes" will have no effect on the
outcome of such election. Since the affirmative vote of a majority of the votes
cast is necessary for the ratification of the appointment of the independent
auditors (Proposal 2), abstentions will have the same effect as a negative vote,
but "broker non-votes" will have no effect on the outcome of the vote.

PROXY SOLICITATION

         The Company will bear the costs of the solicitation of proxies for the
Meeting. Directors, officers and employees of the Company may solicit proxies
from Stockholders by mail, telephone, personal interview or otherwise. Such
directors, officers and employees will not receive additional compensation but
may be reimbursed for out-of-pocket expenses in connection with such
solicitation. Brokers, nominees, fiduciaries and other custodians have been
requested to forward soliciting material to the beneficial owners of Common
Stock held of record by them, and such custodians will be reimbursed for their
reasonable expenses.

         IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE
STOCKHOLDERS' INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU
INTEND TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ENCLOSED PROXY CARD TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE
PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY AND VOTE
IN PERSON BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY PRIOR TO THE
VOTE. PLEASE RETURN YOUR EXECUTED PROXY PROMPTLY.




                                       7




                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT


         The following table sets forth, as of April 21, 2003, certain
information regarding beneficial ownership of our Common Stock by (i) each
person or entity who is known to us owning beneficially 5% or more of our Common
Stock, (ii) each of our directors and nominees for directors, (iii) each of our
executive officers and (iv) all executive officers, directors and nominees for
director as a group. Unless otherwise indicated, each of the Stockholders shown
in the table has sole voting and investment power with respect to the shares
beneficially owned. Unless otherwise indicated, the address of each person named
in the table below is c/o 450 Commack Road, Deer Park, New York 11729-4510.





NAME AND ADDRESS                         SHARES BENEFICIALLY OWNED(1)                 PERCENT
                                                                                 
Langer Partners LLC                           2,008,523(2)                            39.0 %
Andrew H. Meyers                              1,019,247(3)                            19.8 %
Gregory R. Nelson                               227,721(4)                             4.4 %
Burtt R. Ehrlich                                176,407(4)(5)                          3.4 %
Arthur Goldstein                                 71,120(4)(6)                          1.4 %
Jonathan R. Foster                              128,360(4)                             2.5 %
Thomas Strauss                                   66,667(7)                             1.3
Steven M. Goldstein                              73,006(8)                             1.4 %
Anthony J. Puglisi                               20,000(9)                              *
Ronald E. Buron                                       0                                 *
All officers, directors and nominees as       1,782,528(3 - 9)                        34.6 %
a group (8 persons)


- --------------------------------------------------

*    Less than 1%

(1)  For purposes of this table, a person is deemed to have "beneficial
     ownership" of any share of Common Stock that such person has the right to
     acquire within 60 days.

(2)  Includes 100,000 options granted to Kanders & Company, Inc. exercisable
     immediately. Warren B. Kanders is the sole voting member and sole manager
     of Langer Partners LLC and the sole Stockholder of Kanders & Company, Inc.
     Also includes 416,667 shares acquirable upon conversion of the Company's 4%
     convertible subordinated notes due August 31, 2006 (the "Convertible
     Notes") held by Langer Partners LLC. The address of Langer Partners LLC is
     c/o Kanders & Company, Inc., One Pickwick Plaza, Greenwich, Connecticut
     06830.

(3)  Includes 116,667 shares issuable under stock options exercisable within 60
     days.

(4)  Includes 30,000 options granted to each of the four outside directors,
     which are immediately exercisable.

(5)  Includes 46,600 shares held in trust, and 8,333 shares acquirable upon
     conversion of Convertible Notes held in trust, by Mrs. Burtt Ehrlich as
     Trustee for David Ehrlich, as to which Mr. Ehrlich disclaims beneficial
     ownership; does not include 33,400 shares, or 8,333 shares acquirable upon
     conversion of Convertible Notes, held by an adult child of Mr. Ehrlich, as
     to which Mr. Erhlich disclaims beneficial ownership.

(6)  Includes 8,333 shares acquirable upon conversion of Convertible Notes held
     by Mr. Arthur Goldstein.

(7)  Includes 41,667 shares acquirable upon conversion of Convertible Notes held
     by Mr. Strauss; does not include 41,667 shares acquirable upon conversion
     of Convertible Notes held by Mrs. Barbara Strauss, wife of Mr. Thomas
     Strauss, as to which he disclaims beneficial ownership.

(8)  Includes 53,334 shares issuable under stock options exercisable within 60
     days.

(9)  Includes 20,000 shares issuable under stock options exercisable within 60
     days.



                                       8


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

         The By-laws of the Company provide that the Company shall have between
three and seven directors, with such number to be fixed by the Board of
Directors. Effective at the time and for the purposes of the Meeting, the number
of directors of the Company, as fixed by the Board of Directors pursuant to the
By-laws of the Company, is six.

         Directors of the Company are elected annually at the annual meeting of
Stockholders. Their terms of office continue until the next annual meeting of
Stockholders and until their successors have been elected and qualified in
accordance with the Company's By-laws. There are no family relationships among
any of the directors or executive officers of the Company.

         Unless otherwise specified, each proxy received will be voted for the
election as directors of the six nominees named below to serve until the next
annual meeting of Stockholders and until their successors shall have been duly
elected and qualified.

         Each of the nominees has consented to be named as a nominee in the
Proxy Statement and to serve as a director if elected. Should any nominee become
unable or unwilling to accept a nomination or election, the persons named in the
enclosed proxy will vote for the election of a nominee designated by the Board
of Directors or will vote for such lesser number of directors as may be
prescribed by the Board of Directors in accordance with the By-laws of the
Company.

         The following persons have been nominated as directors:

         BURTT R. EHRLICH, 63, has been non-executive Chairman of the Board and
a Director of the Company since February 13, 2001. Mr. Ehrlich has been a
independent consultant for more than five years. Mr. Ehrlich is a director of
two other public companies, Armor Holdings, Inc., which is listed on the New
York Stock Exchange, and Clarus Corporation, which is listed on the Nasdaq
National Market System.

         ANDREW H. MEYERS, 46, has been the President and Chief Executive
Officer and a Director of the Company since February 13, 2001, and was employed
by the Company as an advisor to the Board of Directors of the Company from
December 28, 2000 until February 13, 2001. Mr. Meyers has been an executive in
the orthotics and musculoskeletal industry for more than twenty years. In the
two years prior to becoming an advisor to the Board of Directors of the Company,
he was an executive officer responsible for marketing, sales and strategic
planning for Hanger Orthopedic Group, a national provider of orthotic and
prosthetic services, and for more than three years prior to joining Hanger
Orthopedic Group, Mr. Meyers was an executive officer responsible for clinical
programs, marketing and sales of the Orthotics and Prosthetics Division of
NovaCare. Inc.

         JONATHAN R. FOSTER, 45, has been a Director of the Company since
February 13, 2001. Mr. Foster has been the President of Howard Capital
Management, portfolio managers and financial advisers, since 1994.




                                       9


         ARTHUR GOLDSTEIN, 71, has been a Director of the Company since February
13, 2001. He is President of AGA Associates, a financial advisory firm which he
founded in 1986.

         GREG NELSON, 53, has been a Director of the Company since February 13,
2001. Mr. Nelson is currently a director of BREG, Inc., which he helped co-found
in 1990. BREG is a diverse orthopedic company with product lines including cold
therapy, pain care products, knee bracing and soft goods.

         THOMAS STRAUSS, 61, has been a director of the Company since June 27,
2002. He has been a principal with Ramius Capital Group, a privately held
investment management firm, since 1995. Mr. Strauss is a director of Armor
Holdings, Inc., a publicly held company which is listed on the New York Stock
Exchange.

         THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE ABOVE-NAMED
DIRECTOR NOMINEES.


           INFORMATION CONCERNING MEETINGS OF THE BOARD OF DIRECTORS,
                   BOARD COMMITTEES AND DIRECTOR COMPENSATION

         During the year ended December 31, 2002, the Board of Directors held 3
meetings. The Board of Directors has an Audit Committee, a Compensation
Committee, and a Nominating Committee. During the year ended December 31, 2002,
all of the directors in office attended all meetings of the Board of Directors
and the Committees of the Board of Directors on which they served.


AUDIT COMMITTEE

         The functions of the Audit Committee are, among other things, to
consult with the Company's internal accountants and independent auditors to
review the Company's financial statements and ascertain compliance with
appropriate audit procedures. The Audit Committee consisted of Arthur Goldstein
(Chairman), Burtt R. Ehrlich, and Jonathan R. Foster. The members of the
Committee are outside directors who meet the independence requirements of
Section 301 of the Sarbanes-Oxley Act of 2002 and Rule 4200(a)(15) of the
National Association of Securities Dealers' listing standards. The Audit
Committee met four times during the year ended December 31, 2002. The Audit
Committee is governed by a written charter approved by the Board of Directors.


COMPENSATION COMMITTEE

         The Compensation Committee recommends to the Board an overall
philosophy and strategy with respect to the compensation of the Company's senior
executives to attract and retain highly qualified individuals and provides
oversight of the Company' executive compensation plans. The members of the
Committee are (except for Mr. Meyers, President and CEO of the Company) outside
directors who qualify as "non-employee directors" within the



                                       10




meaning of Rule 16b-3 of the Securities Exchange Act of 1934 ("Exchange Act"),
and as "outside directors" for purposes of Section 162(m) of the Internal
Revenue Code ("Code"). The current members of the Compensation Committee are
Jonathan R. Foster (Chairman), Andrew H. Meyers, and Greg Nelson. The
Compensation Committee does not meet on a regular basis, but only as
circumstances require, and did not meet during the year ended December 31, 2002.


NOMINATING COMMITTEE

         The functions of the Nominating Committee are to identify, evaluate and
nominate officers and directors of the Company. The Nominating Committee will
consider nominees for the Board recommended by stockholders. The names of such
nominees should be forwarded to Burtt R. Ehrlich, Chairman of the Nominating
Committee, at 450 Commack Road, Deer Park, New York 11729-4510, who will submit
them to the committee for its consideration. The Nominating Committee consisted
of Burtt R. Ehrlich (Chairman), Jonathan R. Foster, and Andrew H. Meyers. The
Nominating Committee did not meet during the year ended December 31, 2002.


COMPENSATION OF DIRECTORS

         Directors who are not executive officers of the Company are compensated
through the issuance of stock and stock options. However, during the year ended
December 31, 2002, the directors who are not executive officers did not receive
any stock or stock options. Mr. Ehrlich also receives annual compensation of
$10,000 for his services as non-executive Chairman of the Board. All Directors
are reimbursed for their out-of-pocket expenses in connection with their
attendance at meetings.


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         No director, executive officer, or person nominated to become a
director or executive officer has, within the last five years: (i) had a
bankruptcy petition filed by or against, or a receiver, fiscal agent or similar
officer appointed by a court for any business of such person or entity with
respect to which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (ii) has
been convicted in a criminal proceeding or is currently subject to a pending
criminal proceeding (excluding traffic violations or similar misdemeanors);
(iii) has been subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities or
practice; or (iv) has been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "Commission") or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, which judgment or other finding has not been
reversed, suspended or vacated.




                                       11



REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

         In accordance with its written charter adopted by the Board of
Directors, the Audit Committee assists the Board in fulfilling its
responsibility for oversight of the quality and integrity of our accounting,
auditing and financial reporting practices. The Audit Committee recommends to
the Board of Directors, subject to stockholder approval, the selection of our
independent accountants.

         Management is responsible for the Company's financial reporting
process, including its system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. The Company's independent accountants are responsible for
auditing those financial statements. The Audit Committee's responsibility is to
monitor and review these processes. It is not the Audit Committee's duty or
responsibility to conduct auditing or accounting reviews or procedures. The
members of the Audit Committee are not employees of the Company and may not be,
and may not represent themselves to be or to serve as, accountants or auditors
by profession or experts in the fields of accounting or auditing. Therefore, the
Audit Committee has relied, without independent verification, on management's
representation that the financial statements have been prepared with integrity
and objectivity and in conformity with accounting principles generally accepted
in the United States of America and on the representations of the independent
accountants included in their report on the Company's financial statements. The
Audit Committee's oversight does not provide an independent basis to determine
that management has maintained appropriate accounting and financial reporting
principles or policies, or appropriate internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
with management and the independent accountants do not assure that the Company's
financial statements are presented in accordance with generally accepted
accounting principles, that the audit of the Company's financial statements has
been carried out in accordance with generally accepted auditing standards or
that the Company's independent accountants are in fact "independent." The Audit
Committee has general oversight responsibility with respect to the Company's
financial reporting, and reviews the results and scope of the audit and other
services provided by the Company's independent accountants.

         In this context, the Audit Committee has met and held discussions with
management and the Company's independent accountants. Management represented to
the Audit Committee that the Company's consolidated financial statements were
prepared in accordance with accounting principles generally accepted in the
United States of America, and the Audit Committee has reviewed and discussed the
consolidated financial statements with management and the Company's independent
accountants. The Audit Committee discussed with the independent accountants
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).

         The Company's independent accountants also provided to the Audit
Committee the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Audit Committee discussed with



                                       12



the independent accountants their independence.

         Based upon the Audit Committee's discussion with management and with
the Company's independent accountants, and the Audit Committee's review of the
representations of management and the report of the independent accountants to
the Audit Committee, the Audit Committee recommended that the Board of Directors
include the Company's audited consolidated financial statements in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002, filed with the
Securities and Exchange Commission.

                                     Respectfully submitted,

                                     Arthur Goldstein (Chairman)
                                     Burtt R. Ehrlich
                                     Jonathan R. Foster


AUDIT FEES

         The aggregate fees billed by Deloitte & Touche LLP, the Company's
independent auditors, for professional services rendered for the audit of the
Company's annual financial statements for year ended December 31, 2002 and for
the review of the financial statements included in the Company's quarterly
reports on Form 10-Q for the first three fiscal quarters of the year ended
December 31, 2002, were $160,630.


FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

         In the year ended December 31, 2002, the Company paid Deloitte & Touche
LLP an aggregate of $36,220 for consultations in connection with the selection
of a new financial information system.


ALL OTHER FEES

         In addition to the payment indicated in "Financial Information Systems
Design and Implementation Fees, in the year ended December 31, 2002, the Company
paid Deloitte & Touche LLP the sum of $119,300 for non-audit services in
connection with financial and accounting advice regarding two acquisitions and
the Company's outstanding convertible notes, and the audit of the Company's
401(k) plan.

         The Audit Committee has considered whether the provision of non-audit
services by Deloitte & Touche LLP is compatible with maintaining their
independence.


                                       13



                        EXECUTIVE OFFICERS OF THE COMPANY

         The following table sets forth the name, age and position of each of
the Company's executive officers and significant employees as of April 29,
2003. The executive officers of the Company are appointed by and serve at the
discretion of the Board of Directors of the Company.




NAME                                      AGE                           POSITION
- ----                                      ---                           --------
                                             
Burtt R. Ehrlich                          63       Non-executive Chairman of the Board of Directors
Andrew H. Meyers                          46       President and Chief Executive Officer
Anthony J. Puglisi                        54       Vice President and Chief Financial Officer
Steven M. Goldstein                       37       Vice President and Secretary


         See "Election of Directors" for biographical data with respect to
Messrs. Ehrlich and Meyers.

         ANTHONY J. PUGLISI has been Vice President and Chief Financial Officer
of the Company since April 15, 2002. Prior to joining the Company, Mr. Puglisi
was Senior Vice President and Chief Financial Officer of Netrex Corporation,
from September 2000 to October 2001. Mr. Puglisi was Executive Vice President
and Chief Financial Officer of Olsten Corporation from 1993 to 2000.

         STEVEN M. GOLDSTEIN has been a Vice President and Secretary of the
Company since February 13, 2001 and an employee of the Company since December
28, 2000. Mr. Goldstein has been an executive in the orthotics and
musculoskeletal industry for more than ten years. From July 1999 until joining
the Company, Mr. Goldstein was a Vice President of Clinical Sales and Marketing
for Hanger Orthopedic Group, a national provider of orthotic and prosthetic
services, and for more than two years prior to joining Hanger Orthopedic Group,
Mr. Goldstein was Director of Clinical Sales and Marketing of the Orthotics and
Prosthetics Division of NovaCare, Inc.



                                       14



SUMMARY COMPENSATION TABLE

         The following table sets forth information with respect to the
compensation paid or awarded by the Company to the Chief Executive Officer and
our other most highly compensated executive officers whose annual salary and
bonus during 2002 exceeded $100,000 (collectively, the "Named Executive
Officers").




                                               ANNUAL COMPENSATION
                             FISCAL                                                      LONG-TERM COMPENSATION:
NAME AND                     YEAR            SALARY        BONUS         OTHER           COMMON STOCK UNDERLYING
PRINCIPAL POSITION           ENDED(5)           $            $             $                  OPTIONS (#)
- ------------------           --------          --            -             -                  ----------
                                                                          
Andrew H. Meyers             Dec. 31, 2002   173,664       115,000        (4)                        --
  President and Chief        Dec. 31, 2001   145,132        93,000        (4)                        --
  Executive Officer          Feb. 28, 2001     6,731(1)         --        (4)                   175,000

Steven M. Goldstein          Dec. 31, 2002   151,331        60,000                                   --
  Vice President and         Dec. 31, 2001   117,686(2)     30,000        (4)                        --
  Secretary                  Feb. 28, 2001        --            --        (4)                    80,000

Anthony J. Puglisi           Dec. 31, 2002   117,945        25,000        (3)(4)                 90,000
  Vice President and         Dec. 31, 2001        --            --        (3)                        --
  Chief Financial Officer    Feb. 28, 2001        --            --        (3)                        --

Ronald E. Buron              Dec. 31, 2002   122,260            --        (6)                        --
  Vice President of Sales



(1)  Mr. Meyers' employment commenced on December 28, 2000 in an unpaid capacity
     as an advisor to the Board of Directors, and his official duties as
     President and Chief Executive Officer, and his compensation, commenced on
     February 13, 2001.

(2)  Mr. Goldstein became an officer of the Company on February 13, 2001.

(3)  Mr. Puglisi's employment commenced April 15, 2002

(4)  Less than 10% of the total annual salary and bonus.

(5)  The fiscal period ended December 31, 2001 is comprised of only ten months.

(6)  Mr. Buron's employment with the Company terminated effective December 31,
     2002, and all options awarded to Mr. Buron were cancelled in accordance
     with their terms.




                                       15




AGGREGATE OPTION EXERCISES IN 2002 YEAR AND 2002 YEAR END OPTION VALUES

         The table below sets forth information regarding unexercised options
held by the Company's Named Executive Officers as of December 31, 2002. No
options were exercised by the Company's executive officers during the year ended
December 31, 2002.




                          NUMBER OF SHARES OF COMMON STOCK UNDERLYING
                             UNEXERCISED OPTIONS AT FISCAL YEAR END      VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
NAME                                                                               AT FISCAL YEAR END (1)
                                EXERCISABLE          UNEXERCISABLE            EXERCISABLE           UNEXERCISABLE
                                                                                        
Andrew H. Meyers                  116,667                58,333                $289,918                $144,958
Steven M. Goldstein                53,334                26,666                 132,595                  66,265
Anthony J. Puglisi                     --                90,000                      --                      --
Ronald E. Buron (2)                                                                  --                      --


(1)  The closing price of the Company's Common Stock as reported by NASDAQ on
     December 31, 2002 was $4.01, and the value is calculated on the difference
     between the option exercise price of in-the-money options and such closing
     price, multiplied by the number of shares of Common Stock underlying the
     option.

(2)  Mr. Buron's options expired upon his termination of employment, which was
     effective on December 31, 2002.


EMPLOYMENT AGREEMENTS

         As of December 28, 2000, the Company entered into an Employment
Agreement with Andrew H. Meyers that provides that he will serve as President
and Chief Executive Officer for a three-year term that will expire December 31,
2003, subject to early termination as described below. The agreement provides
for a base salary of $175,000. Mr. Meyers also received options under 1992 Stock
Option Plan effective as of December 28, 2000 to purchase 175,000 shares of
Common Stock at an exercise price per share equal to $1.525. These options vest
over a period of three years from the date of grant. Pursuant to his employment
agreement, Mr. Meyers may be entitled, at the discretion of the Compensation
Committee of the Board, to participate in the other option plans and other bonus
plans the Company has adopted based on his performance and the Company's overall
performance. The Company is required to purchase $1 million of life insurance
payable to a beneficiary designated by Mr. Meyers. The Company also has the
right to purchase $5 million of key-man life insurance on Mr. Meyers' life. A
"change in control" of the Company will allow Mr. Meyers to terminate his
employment agreement and to receive payment of $300,000 over a period of one
year in addition to any accrued but unpaid obligations of the Company, as well
as the vesting of all 175,000 options granted to him under the employment
agreement. Mr. Meyers will also be entitled to such payment and the acceleration
of such vesting on the 175,000 options upon the termination of his employment
agreement by the Company without cause. Such 175,000 options will terminate in
the event that Mr. Meyers' employment agreement is terminated by the Company for
cause. Mr. Meyers has also agreed to certain confidentiality and non-competition
provisions and subject to certain exceptions and limitations, to not sell,
transfer or dispose of the shares of Common Stock of options for the purchase of
Common Stock of the Company owned by him until December 31, 2003.



                                       16



         As of December 28, 2000, the Company entered into an Employment
Agreement with Steven M. Goldstein that provides that he will serve as Vice
President for a three-year term expiring December 31, 2003, at a base salary of
$140,000 for the first year, $155,000 for the second year and $165,000 for the
third year. In addition to his base salary, Mr. Goldstein received options under
the 1992 Stock Option Plan effective as of December 28, 2000 to purchase 80,000
shares of Common Stock at an exercise price per share equal to $1.525. These
options vest over a period of three years from the date of the grant. Pursuant
to his employment agreement, Mr. Goldstein will be entitled, at the discretion
of the Compensation Committee of the Board, to participate in the incentive
stock option plan and other bonus plans the Company has adopted based on his
performance and the Company's overall performance. Additionally, the Agreement
provides for a $50,000 signing bonus, of which $30,000 was paid immediately and
$20,000 was paid on February 13, 2002, and for a guaranteed minimum bonus of
$10,000 per year for each of the three years of the contract, provided that Mr.
Goldstein has not voluntarily terminated this Agreement without "Good Reason" or
that the Company has not terminated the Agreement for cause. In the event of
termination of Mr. Goldstein's employment for Good Reason or disability, all
unvested remaining options will vest immediately. Such 80,000 options will
terminate in the event that Mr. Goldstein's employment agreement is terminated
by the Company for cause. Mr. Goldstein has agreed to certain confidentiality
and non-competition provisions, and to not sell, transfer or dispose of the
80,000 options (and underlying shares) granted to him under his employment
agreement until December 31, 2003.

         As of April 15, 2002, the Company entered into an Employment Agreement
with Anthony J. Puglisi that provides that he will serve as Vice President and
Chief Financial Officer of the Company for a three year term expiring April 15,
2005. The agreement provides for a base salary of $175,000. Mr. Puglisi also
received options under the Company's 2001 Stock Incentive Plan to purchase
90,000 shares of Common Stock at an exercise price per share equal to $8.07.
These options vest over a period of three years from the date of grant. Pursuant
to his employment agreement, Mr. Puglisi may be entitled, at the discretion of
the Compensation Committee of the Board, to participate in the bonus plan the
Company has adopted based on his performance and the Company's overall
performance. A "change in control" of the Company will allow Mr. Puglisi to
terminate his employment agreement and to receive payment of one year's salary
paid over a period of one year in addition to any accrued but unpaid bonus, as
well as the vesting of all 90,000 options granted to him under the employment
agreement. Mr. Puglisi will also be entitled to such payment and the
acceleration of such vesting on the 90,000 options upon the termination of his
employment agreement by the Company without cause. Such 90,000 options will
terminate in the event that Mr. Puglisi's employment agreement is terminated by
the Company for cause. Mr. Puglisi has also agreed to certain confidentiality
and non-competition provisions.

         As of December 3, 2001, the Company entered into an employment
agreement with Ronald E. Buron that provided that he would serve as Vice
President of Sales for a term expiring on December 31, 2004, at an base annual
salary of $120,000. Effective December 31, 2002, the Company and Mr. Buron
mutually agreed to the terminate such agreement, and to terminate Mr. Buron's
position as an officer and employee of the Company. Certain confidentiality and
non-competition provisions of the employment agreement remain in full force and
effect, and the Company has agreed to pay Mr. Buron severance payments equal to
six months' base




                                       17



compensation and to continue the Company's contribution to his health insurance
for six months. Under the terms of the employment agreement, Mr. Buron received
options under the 2001 Stock Incentive Plan to purchase 75,000 shares of Common
Stock at an exercise price equal to $6.50 per share, but such options had not
vested prior to Mr. Buron's resignation and are now terminated.


























                                       18



                        REPORT ON EXECUTIVE COMPENSATION
                          BY THE COMPENSATION COMMITTEE


COMPENSATION POLICY

         The Compensation Committee recommends to the Board an overall
philosophy and strategy with respect to the compensation of the Company's senior
executives to attract and retain highly qualified individuals and provides
oversight of the Company' executive compensation plans. In recommending
compensation for senior executives of the Company, the Committee considers the
contributions to specific corporate objectives of the senior executives,
including growth in revenue and earnings, development of new business
opportunities, and other strategic factors. The Company's compensation program
consists of base salary, bonus and long-term incentive compensation comprised of
the award of stock options and restricted stock under the Company's 1992 Stock
Option Plan and 2001 Stock Incentive Plan. Compensation decisions, other than
base compensation for executive officers with multi-year contracts, are
generally made on a calendar year basis. During the year ended December 31, 2002
Mr. Meyers, President and CEO of the Company, was compensated pursuant to his
employment agreement with the Company and was awarded a bonus of $115,000 for
such year in recognition of his contributions to the growth of the Company.

                                                    Respectfully submitted,

                                                    Jonathan R. Foster
                                                    Andrew H. Meyers
                                                    Greg Nelson


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Messrs. Foster, Meyers, and Nelson served on the Compensation Committee
in the year ended December 31, 2002. Mr. Meyers is the Company's President and
Chief Executive Officer. During the year ended December 31, 2002, no executive
officer of the Company (i) served as a member of the Compensation Committee (or
other Board of Directors committee performing similar functions or, in the
absence of any such committee, the Board of Directors) of another entity, one of
whose executive officers served on the Company's Compensation Committee, (ii)
served as director of another entity, one of whose executive officers served on
the Company's Compensation Committee, or (iii) served as member of the
Compensation Committee (or other Board of Directors committee performing similar
functions or, in the absence of any such committee, the Board of Directors) of
another entity, one of whose executive officers served as a director of the
Company.



                                       19



PERFORMANCE GRAPH

         The following graph compares the performance of an investment of $100
in the Company's Common Stock with the performance of an investment of $100 in
(a) the NASDAQ (U.S.) Index, and (b) the Russell 2000 Index, an index that
measures the performance of stocks with small to medium-small market
capitalization. The comparisons in this table are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of
possible future performance of the Common Stock.

         The Company has chosen the Russell 2000 Index as an index of issuers
with similar market capitalization because the Company does not believe it can
reasonably identify a peer group or applicable published industry or
line-of-business index. The Company is not aware of any other publicly held
companies that engage only in the Company's line of business. Most of the
Company's competitors are regional, privately-held companies, and certain
publicly held competitors are engaged in many lines of business in addition to
the Company's line of business. The Company, therefore, concluded that there was
not a sufficient body of comparable market data for the Company to use as a
comparison peer group. Because of the foregoing factors, the Company elected to
compare the performance of its stock to the Nasdaq Stock Market (U.S.) Index and
the Russell 2000 Index. The Company has used the Nasdaq index in this comparison
since 2002, and is using the Russell 2000 Index for the first time this year.

         The graph assumes $100 was invested on February 28, 1997 in stock of
the Company, the Nasdaq Stock Market (U.S.) Index and the Russell 2000 and
assumes dividends are reinvested for the period from February 28, 1997, through
December 31, 2002.

                                     [GRAPH]

         The comparisons in the chart below are based upon historical data and
are not indicative of, nor intended to forecast, future performance of the
Company's common stock.



                         12/31/02    12/31/01    2/28/01     2/29/00     2/26/99     2/27/98     2/28/97
                         --------    --------    -------     -------     -------     -------     -------
                                                                           
Langer, Inc.             229         426         286           97        107           81        100
NASDAQ (U.S.)            102         149         164          359        175          135        100
Russell 2000(R)          106         136         132          155        109          128        100



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         CONSULTING AGREEMENT WITH KANDERS & COMPANY, INC. In 2001, the Company
entered into a Consulting Agreement (the "Consulting Agreement") with Kanders &
Company, Inc., the sole Stockholder of which is Warren B. Kanders, the sole
manager and voting member of Langer Partners LLC a principal Stockholder of the
Company. The Consulting Agreement provides that during its term Kanders &
Company, Inc. will act as a non-exclusive consultant to the Company and will
provide the Company with general investment banking and financial advisory
services, including assistance in the development of a corporate financing and
acquisition strategy. The Consulting Agreement provides for an initial term of
three years. Pursuant to the Consulting Agreement, Kanders & Company, Inc. is to
receive an annual fee of $100,000, was granted options exercisable immediately
("Consultant's Options") to purchase 100,000 shares of the Company at a price of
$1.525 per share, and is to receive reimbursement for out-of-pocket expenses.
Under the terms of the Consulting Agreement, the Company has agreed to indemnify
Kanders & Company, Inc., against any claims brought against Kanders & Company,
Inc., arising out of activities undertaken by Kanders & Company, Inc. at the
request of the Company. In addition, the Consulting Agreement provides for
separate engagement letters and compensation in connection with specific
transactions for which Kanders & Company, Inc. will provide additional services
for the Company. During the term of the Consulting Agreement and for a period of
one year thereafter, Kanders & Company, Inc., has agreed that it will not
solicit or engage in any business competitive with the business of the Company
or, subject to certain limitations, invest in or give financial support to any
business competitive with that of the Company. In connection with the issuance
of the Consultant's Options, the Company granted certain compulsory, demand and
"piggy-back" registration rights with respect to the securities issuable upon
exercise of the Consultant's Options. The Consultant's Registration Rights
Agreement contains certain covenants and agreements customary for such
agreements, including an agreement by the Company to indemnify Kanders &
Company, Inc. from certain liabilities



                                       20



under the Securities Act in connection with the registration of the securities
underlying the Consultant's Options.

         LOAN TO STEVEN M. GOLDSTEIN. In April 2002, the Company made a
full-recourse secured two-year term loan to Mr. Steven M. Goldstein, a Vice
President and the Secretary of the Company, in the principal sum of $21,000,
which bears interest at the rate of 4% per year, compounded quarterly. Interest
and principal are payable in full on the due date, April 3, 2004. The loan is
secured by a pledge of all Company Common Stock now owned or hereafter acquired
by Mr. Goldstein. At the present time, Mr. Goldstein owns 19,672 shares of the
Company's Common Stock and has options to acquire an additional 80,000 shares of
Common Stock. The loan may be prepaid in whole or in part at any time by Mr.
Goldstein without penalty and must be repaid upon termination of his employment
with the Company or the sale of any shares of the Company's Common Stock owned
by Mr. Goldstein, to the extent of the proceeds received upon any such sale.


                                   PROPOSAL 2

                   RATIFICATION OF APPOINTMENT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

         The firm of Deloitte & Touche LLP has audited the financial statements
of the Company for the year ended December 31, 2002. The Board of Directors
desires to continue the services of Deloitte & Touche LLP for the year ended
December 31, 2003. Accordingly, the Board of Directors will recommend to the
Meeting that the Stockholders ratify the appointment by the Board of Directors
of the firm of Deloitte & Touche LLP to audit the financial statements of the
Company for the current year ending December 31, 2003. Representatives of that
firm are expected to be present at the Meeting, shall have the opportunity to
make a statement if they desire to do so and are expected to be available to
respond to appropriate questions. In the event the Stockholders do not ratify
the appointment of Deloitte & Touche LLP, the appointment will be reconsidered
by the Audit Committee and the Board of Directors.

         THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP.


                                  OTHER MATTERS

         As of the date of this Proxy Statement, the Board of Directors does not
intend to present any other matter for action at the Meeting other than as set
forth in the Notice of Annual Meeting and this Proxy Statement. If any other
matters properly come before the Meeting, it is intended that the shares
represented by the proxies will be voted, in the absence of contrary
instructions, in the discretion of the persons named in the proxy.



                                       21



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and any
persons who own more than 10% of the Company's capital stock to file with the
Commission (and, if such security is listed on a national securities exchange,
with such exchange), various reports as to ownership of such capital stock. Such
persons are required by Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.

         Based solely upon reports and representations submitted by the
directors, executive officers and holders of more than 10% of the Company's
capital stock, all Forms 3, 4 and 5 showing ownership of and changes of
ownership in the Company's capital stock during the year ended December 31, 2002
were timely filed with the Commission and NASDAQ, other than the Form 3, Initial
Statement of Beneficial Ownership of Securities, of Mr. Thomas Strauss, which
was untimely filed, but no transactions in the securities of the Company were
unreported or untimely reported.


ANNUAL REPORT

         A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 2002, is being mailed to Stockholders along with this Proxy
Statement. Any Stockholder who has not received a copy of the Annual Report to
Stockholders and wishes to do so should contact the Company's Secretary by mail
at the address set forth in the Notice of Annual Meeting or by telephone at
(631) 667-1200.


FORM 10-K

         The Company will provide, without charge, to each Stockholder as of the
Record Date, on the written request of the Stockholder, a copy of the Company's
Annual Report on Form 10-K for the year ended December 31, 2002, including the
financial statements and schedules, as filed with the Securities and Exchange
Commission. Stockholders should direct the written request to the Company's
Secretary by mail at the address set forth in the Notice of Annual Meeting.


PROPOSALS BY STOCKHOLDERS

         Any proposal of a Stockholder intended to be presented at the annual
meeting of Stockholders to be held in 2004 must be received by the Company no
later than February 25, 2004, to be considered for inclusion in the Proxy
Statement and form of proxy for the 2004 annual meeting. Proposals must comply
with Rule 14a-8 promulgated by the Commission pursuant to the Exchange Act.


                                       FOR THE BOARD OF DIRECTORS


                                       STEVEN M. GOLDSTEIN, SECRETARY




                                       22




         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

                                  LANGER, INC.


                         ANNUAL MEETING OF STOCKHOLDERS
                                  JUNE 25, 2003

         The undersigned hereby appoints Andrew H. Meyers and Anthony J. Puglisi
as proxies, each with full power of substitution, and hereby authorizes them to
appear and vote, as designated below, all shares of Common Stock of Langer,
Inc., held of record by the undersigned on May 5, 2003, at the Annual Meeting of
Stockholders to be held on June 25, 2003, and any adjournments or postponements
thereof, and in their discretion upon any and all other matters which may
properly be brought before the meeting or any adjournments or postponements
thereof, and hereby revokes all earlier proxies of the undersigned.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE
VOTED "FOR" EACH PROPOSAL.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.

                         (To be Signed on Reverse Side)





                         PLEASE DATE, SIGN AND MAIL YOUR
                      PROXY CARD BACK AS SOON AS POSSIBLE!


                         ANNUAL MEETING OF STOCKHOLDERS
                                  LANGER, INC.

                                  JUNE 25, 2003


[X] Please mark your votes
    as in this example.



                                                                                         
                             FOR all nominees                   WITHHOLD
                             listed at right                   AUTHORITY
                         (except as marked to the       to vote for all nominees
                             contrary below)                listed at right
1. ELECTION                        [/]                            [/]               Nominees:         Burtt R. Ehrlich
   OF                                                                                                 Andrew H. Meyers
   DIRECTORS                                                                                          Jonathan R. Foster
                                                                                                      Arthur Goldstein
                                                                                                      Greg Nelson
                                                                                                      Thomas W. Strauss
[ ]
- -------------------------------------------------------------------------------------------------
 (Instruction: To withhold authority to vote for any of the above listed nominees,
 write that nominee's name on the line above or strike a line through that individual's name.)



Proposal
- --------

                                             FOR         AGAINST         ABSTAIN


2. APPROVAL OF INDEPENDENT AUDITORS          [ ]           [ ]             [ ]

IIn their discretion, the named proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting, or any adjournments or
postponements thereof.

                           AUTHORITY IS:             GRANTED  WITHHELD

                                                       [ ]      [ ]


PLEASE DATE, SIGN AND RETURN THIS PROXY.

THANK YOU.


Signature of Stockholder(s)                                Dated:
                           -----------------------------         ---------------

NOTE: Signature should agree with name on stock certificate as printed thereon.
Executors, administrators, trustees and other fiduciaries should so indicate
when signing.