SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

[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.
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(Name of Registrant as Specified in its Charter)

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(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):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

[ ] 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

May 12, 2004

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 June 23, 2004, at
2:00 p.m., local time, at The Metropolitan Club, 1 East 60th Street, New York,
New York 10022.

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,
2003, 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 23, 2004

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 June 23, 2004 at
2:00 p.m., local time, at The Metropolitan Club, 1 East 60th Street, New York,
New York 10022, for the following purposes:

1. To elect five 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, 2004
(Proposal 2); and

3. To transact such other business as may properly be brought
before the Meeting.

Stockholders of record at the close of business on May 3, 2004 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, 2003, 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 Goldstein
Secretary

May 12, 2004

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

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PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 23, 2004

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 June 23, 2004 at The Metropolitan Club, 1 East 60th
Street, New York, New York 10022, at 2:00 p.m., local time, and at any
adjournment or postponement thereof (the "Meeting"). This Proxy Statement and
the Proxy Card are first being sent to stockholders on or about May 12, 2004.

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

1. To elect five 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, 2004
(Proposal 2); and

3. To transact such other business as may properly be brought
before the Meeting.

The Board of Directors has fixed the close of business on May 3, 2004
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.

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 that 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 3, 2004 (the
"Record Date") are entitled to notice of and to vote at the Meeting. As of the
April 19, 2004, there were 4,380,851 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).

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 be precluded from exercising
their discretion, depending on the type of proposal involved. 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.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, 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.

COMMON STOCK PERCENTAGE OF
NAME BENEFICIALLY OWNED COMMON STOCK (1)
---- ------------------ ----------------

Langer Partners LLC........................................................ 2,008,523 (2) 41.0%

Andrew H. Meyers........................................................... 1,077,580 23.7 %

Gregory R. Nelson.......................................................... 231,597 (3) 5.3%

Burtt R. Ehrlich........................................................... 180,283 (3)(4) 4.1%

Arthur Goldstein........................................................... 74,996 (3) 1.7%

Jonathan R. Foster......................................................... 122,236 (3) 2.8%

Thomas Strauss............................................................. 86,873 (5) 2.0%

Steven Goldstein........................................................... 99,672 2.2%

Joseph P. Ciavarella....................................................... 0 (6) *

Directors, nominees and current executive officers
as a group (8 persons) .................................................... 1,873,237 (3)(4)(5)(6) 38.6%

- -------------------------
* Less than 1%

(1) The applicable percentage of beneficial ownership is based on 4,380,851
shares of Common Stock outstanding as of April 19, 2004, plus, with respect
to particular individuals, shares of Common Stock that may be acquired by
exercise of stock options or other rights to acquire Common Stock within 60
days after April 19, 2004.

(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.

(3) Includes 33,876 options granted to each of four outside directors, i.e.,
Messrs. Ehrlich, Foster, Goldstein, and Nelson, which are immediately
exercisable.

(4) Includes 46,600 shares held in trust by Mrs. Burtt Ehrlich as Trustee for
David Ehrlich and 33,400 shares held in trust by Mrs. Burtt Ehrlich as
Trustee for Julie Ehrlich, as to which Mr. Ehrlich disclaims beneficial
ownership.

(5) Includes 20,206 options granted to Mr. Strauss, an outside director, which
are immediately exercisable.

(6) Excludes options to purchase 50,000 shares of Common Stock that are
presently unexercisable and unexercisable within the next 60 days.

We are unaware of any material proceedings to which any of our
directors, executive officers or affiliates or any security holder, including
any owner of record or beneficially of more than 5% of any class of our voting
securities, is a party adverse to us or has a material interest adverse to us.

PROPOSAL 1
ELECTION OF DIRECTORS

NUMBER OF DIRECTORS

Our Board of Directors currently consists of six directors. Our By-laws
provide that our Board of Directors will consist of not less than three, nor
more than seven members, the precise number to be determined from time to time
by the Board of Directors. The number of directors has been set at six by the
Board of Directors. Mr. Thomas Strauss has advised the Company that he will not
stand for re-election as a director of the Company and will resign as of the
date of the Annual Meeting. Consequently, upon Mr. Strauss' resignation, we will
have one vacant seat on our Board. We do not intend to fill the vacant seat on
our Board at this time.

Our directors are elected annually at the Annual Meeting of
Stockholders. Their respective terms of office continue until the next Annual
Meeting of Stockholders and until their successors have been elected and
qualified in accordance with our By-laws. There are no family relationships
among any of our directors or executive officers.

VOTING

Unless otherwise specified, each proxy received will be voted for the
election as directors of the five 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 a nominee
in this Proxy Statement and to serve as a director if elected. Should any
nominee become unable or unwilling to accept a nomination for election, the
persons named in the enclosed Proxy Card 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 our
By-laws.

BIOGRAPHICAL INFORMATION FOR DIRECTORS

The age and principal occupation for the past five years of each
director nominee is set forth below.

NOMINEES FOR DIRECTOR

BURTT R. EHRLICH, 64, has been non-executive Chairman of the Board and
a Director of the Company since February 13, 2001, and is a member of the Audit
Committee and the Nominating/Corporate Governance Committee. Mr. Ehrlich has
been an independent consultant for more than five years. He 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, 47, has been the President and Chief Executive Office
and a Director of the Company since February 13, 2001, and an employee from
December 28, 2000, as an advisor to the Board of Directors. He has been an
executive in the orthotics and musculoskeletal industry since 1979. In the two
years prior to becoming and 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 ("Hanger"), a national provider of orthotic and
prosthetic services and for more than three years prior to joining Hanger, Mr.
Meyers was an executive officer responsible for clinical programs, marketing and
sales of the orthotics and prosthetics division of NovoCare, Inc. Mr. Meyers
received a Bachelor of Science degree with a major in prosthetics and orthotics
from New York University in 1979 and is a Certified Orthotist/Prosthetist of the
American Board for Certification in Prosthetics and Orthotics. He is a member of
the American Academy of Orthotists and Prosthetists, the American Orthotics and
Prosthetics Association, and the International Society of Prosthetists and
Orthotists.

JONATHAN R. FOSTER, 46, has been a Director of the Company since
February 13, 2001, is Chairman of the Compensation Committee, and a member of
the Audit Committee. He has been President of Howard Capital Management since
1994. In addition to overseeing the firm's operations and strategic development,
he manages the portfolios of numerous individuals and families. Mr. Foster also
is responsible for managing Howard Capital Management's West Coast operations.

ARTHUR GOLDSTEIN, 72, has been a Director of the Company since February
13, 2001, is Chairman of the Audit Committee and a member of the Nominating/
Corporate Governance Committee. He is President of AGA Associates, investment
advisors, which he founded in 1986.

GREG NELSON, 54, has been a Director of the Company since February 13,
2001, and is a member of the Compensation Committee. Mr. Nelson is currently a
financial consultant and investor. Through March, 2004, Mr. Nelson was a
director of BREG, Inc., which he co-founded in 1990. BREG is a diverse
orthopedic company with product lines including cold therapy, pain care
products, knee bracing and soft goods.

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

CORPORATE GOVERNANCE

Our Board of Directors has a long-standing commitment to sound and
effective corporate governance practices. Recently, the Company's management and
our Board of Directors reviewed our corporate governance practices in light of
the Sarbanes-Oxley Act of 2002 and the revised listing requirements of the
Nasdaq Stock Market. Based on that review, and to the extent necessary, the
Board of Directors has adopted codes of ethics and conduct, corporate governance
guidelines, committee charters, complaint procedures for accounting and auditing
matters and an Audit Committee pre-approval policy.

CORPORATE GOVERNANCE GUIDELINES AND DOCUMENTS

Our codes of ethics and conduct, the Complaint Procedures for
Accounting and Auditing Matters, the Corporate Governance Guidelines, the Audit
Committee Pre-Approval Policy, and the Charters of our Audit, Compensation and
Nominating/Corporate Governance Committees were adopted by the Company for the
purpose of promoting honest and ethical conduct, promoting full, fair, accurate,
timely and understandable disclosure in periodic reports required to be filed by
the Company, and promoting compliance with all applicable rules and regulations
that apply to the Company and its officers and directors. Stockholders may
request, without charge, a copy of our codes of ethics and conduct, corporate
governance guidelines, committee charters, complaint procedures for accounting
and auditing matters and the Audit Committee pre-approval policy by submitting a
written request for any of such materials to Langer, Inc., at 450 Commack Road,
Deer Park, New York 11729-4510, Attn: Stockholder Communications Department.

BOARD OF DIRECTORS

Our Board of Directors is currently comprised of the following six
members: Burtt R. Ehrlich, Andrew H. Meyers, Jonathan R. Foster, Arthur
Goldstein, Greg Nelson and Thomas Strauss. During fiscal 2003, the Board of
Directors held five meetings. During fiscal 2003 the Board of Directors had
standing Audit, Compensation and Nominating Committees. During fiscal 2003, all
of the directors then in office, other than Mr. Strauss, attended at least 75%
of the total number of meetings of the Board of Directors and the Committees of
the Board of Directors on which they served. All members of the Company's Board
of Directors attended last year's annual stockholders meeting which was held on
June 25, 2003.

DIRECTOR INDEPENDENCE

In response to the revised listing requirements of the Nasdaq Stock
Market, the Board of Directors has evaluated each of its directors' independence
from the Company based on the definition of "independence" established by the
Nasdaq Stock Market. Based on the Board's review and the Nasdaq Stock Market
definition of "independence", the Board has determined that the Board is
currently comprised of a majority of independent directors, consisting of each
of the following directors Messrs. Ehrlich, Foster, Goldstein, Nelson and
Strauss. The Board has also determined that each of the members of our Audit
Committee is "independent" for purposes of Section 10A(m)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

AUDIT COMMITTEE

The functions of the Audit Committee are to recommend to the Board of
Directors the appointment of independent auditors, pre-approve all services to
be performed by the Company's independent auditors and to analyze the reports
and recommendations of such auditors. The committee also monitors the adequacy
and effectiveness of our financial controls and reporting procedures and the
performance of our internal audit staff and independent auditors. During fiscal
2003, the Audit Committee consisted of Messrs. Arthur Goldstein (Chairman),
Ehrlich and Foster all of whom were determined by the Board to be independent of
the Company based on the Nasdaq Stock Market's definition of "independence". The
Board of Directors has determined that it currently does not have an audit
committee financial expert (as such term is defined under the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder) serving on its
Audit Committee. However, the Board of Directors is actively looking for and
considering candidates to appoint to the Board of Directors and the Audit
Committee who will serve on the Audit Committee as an audit committee financial
expert. The Audit Committee met four times and acted once by unanimous written
consent during fiscal 2003. The Board of Directors revised the Audit Committee
charter in March 2004, and a complete copy of our new written Charter for the
Audit Committee is attached hereto as APPENDIX A. The Board will continue to
review the Audit Committee charter annually and to make such revisions as it
deems appropriate.

COMPENSATION COMMITTEE

The purpose of the Compensation Committee is to recommend to the Board
of Directors the compensation and benefits of our executive officers and other
key managerial personnel, and to administer our 2001 Stock Incentive Plan.
During fiscal 2003, the Compensation Committee consisted of Messrs. Foster,
Meyers and Nelson. Mr. Meyers, as President and Chief Executive Officer of the
Company, is not "independent" as required by the standards for independence of
the Nasdaq Stock Market, and he has resigned from the Committee. Currently, the
members of the Committee are Messrs. Foster and Nelson. All of the current
members of the Committee are non-management directors who meet applicable
independence requirements under the rules of the Nasdaq Stock Market and qualify
as "non-employee directors" within the meaning of Exchange Act Rule 16b-3 and as
"outside directors" for purposes of Section 162(m) of the Internal Revenue Code.
The Compensation Committee does not meet on a regular basis, but only as
circumstances require. The Compensation Committee met one time in 2003 and held
informal discussions during fiscal 2003. A copy of the Compensation Committee's
Charter is available at the Company's website, LangerInc.com, by clicking on the
"Investor Relations" tab.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE

The purpose of the Nominating/Corporate Governance Committee is to
identify, evaluate and nominate candidates for election to the Board of
Directors as well as review the Company' corporate governance guidelines and
other related documents for compliance with applicable laws and regulations such
as the Sarbanes-Oxley Act of 2002 and the Nasdaq Stock Market's listing
requirements. The Nominating/Corporate Governance Committee will consider
nominees recommended by stockholders. The names of such nominees should be
forwarded to Langer, Inc., c/o the Secretary at 450 Commack Road, Deer Park, New
York 11729-4510, who will submit them to the committee for its consideration.
See "Requirements For Submission Of

Stockholder Proposals, Nomination Of Directors And Other Business Of
Stockholders" for information on certain procedures that a stockholder must
follow to nominate persons for election as directors.

We did not have a standing Nominating/Corporate Governance Committee
during fiscal 2003. The Nominating/Corporate Governance was established in March
2004 and replaces the Nominating Committee. Prior to the establishment of our
Nominating/Corporate Governance Committee, we had a Nominating Committee
consisting of Messrs. Ehrlich, Meyers and Foster. The Nominating Committee did
not formally meet in 2003. The functions of the Nominating Committee were
considered at and acted upon by the entire Board of Directors during its
meetings in fiscal 2003 and in the current fiscal year. A copy of the
Nominating/Corporate Governance Committee's Charter is available at the
Company's website, LangerInc.com, by clicking on the "Investor Relations" tab.

Candidates for the Board of Directors should possess fundamental
qualities of intelligence, honesty, perceptiveness, good judgment, maturity,
high ethics and standards, integrity, fairness and responsibility; have a
genuine interest in the Company; have no conflict of interest or legal
impediment which would interfere with the duty of loyalty owed to the Company
and its stockholders; and have the ability and willingness to spend the time
required to function effectively as a director of the Company. The
Nominating/Corporate Governance Committee may engage third-party search firms
from time to time to assist it in identifying and evaluating nominees for
director. The Nominating/Corporate Governance Committee evaluates nominees
recommended by stockholders, by other individuals and by the search firms in the
same manner, as follows. The Nominating/Corporate Governance Committee reviews
biographical information furnished by or about the potential nominees to
determine whether they have the experience and qualities discussed above.

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, 2003, the directors who are not executive officers did not receive
any stock or stock options except for Thomas Strauss, who received 16,330
options at an exercise price of $6.50 per share. In March 2004, each director
who is not an employee of the Company received options to purchase 3,876 shares
of common stock at an exercise price of $5.94 per share. 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.

In December 2000, we entered into an employment agreement with Mr.
Meyers, President and Chief Executive Officer of the Company, which is described
in greater detail below under the heading "Employment Agreements."

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) been
convicted in a criminal proceeding or is currently subject to a pending criminal
proceeding (excluding traffic violations or similar misdemeanors); (iii) 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; (iv) been found by a
court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

STOCKHOLDER COMMUNICATIONS

Stockholders may send communications to the Board by writing to the
Board of Directors or any committee thereof at Langer, Inc., c/o the Secretary,
450 Commack Road, Deer Park, New York 11729-4510. The Secretary will distribute
all stockholder communications to the intended recipients and/or distribute to
the entire Board, as appropriate.

Other communications to the non-management directors as a group or any
individual director should be in writing and addressed to the attention of the
non-management directors or the individual director, as applicable, and mailed
to Langer, Inc., 450 Commack Road, Deer Park, New York 11729-4510, Att'n:
Chairman of the Board.

COMPLAINTS, ACCOUNTING, INTERNAL ACCOUNTING OR AUDITING OR RELATED MATTERS.

Complaints and concerns about accounting, internal accounting controls
or auditing or related matters pertaining to the Company may be submitted by
writing to the Chairman of the Audit Committee as follows: Langer, Inc., 450
Commack Road, Deer Park, New York 11729-4510, c/o Chairman, Audit Committee.
Complaints may be submitted on a confidential and anonymous basis by sending
them in a sealed envelope marked "Confidential."

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Board of Directors has appointed an Audit Committee
consisting of three directors. Each of the members of the Audit
Committee is independent from the Company and is financially literate
as that qualification is interpreted by the Board of Directors. The
Board of Directors has adopted a new written charter with respect to
the Audit Committee's roles and responsibilities, a copy of which is
attached hereto as APPENDIX A. This charter supersedes the Audit
Committee charter adopted in 2001.

Management is responsible for the Company's internal controls
and the financial reporting process. The external auditor is
responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted
auditing standards and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.

1. The Audit Committee has reviewed and discussed the
audited financial statements with management and with
Deloitte & Touche LLP, the Company's independent
auditors.

2. The Audit Committee has discussed with Deloitte & Touche
LLP the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards).

3. The Audit Committee has received the written disclosures
from Deloitte & Touche LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions
with Audit Committees), and has discussed with Deloitte &
Touche LLP its independence from the Company.

4. Based on the reviews and discussions referred to in
paragraphs (1) through (3) above, the Audit Committee
recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 2003 for filing with the Securities and Exchange
Commission.

AUDIT COMMITTEE

Arthur Goldstein (Chair)
Burtt R. Ehrlich
Jonathan Foster

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees for professional services rendered for the Company by
Deloitte & Touche LLP for the fiscal years ended December 31, 2003 and 2002
were:

2003 2002
---- ----

Audit Fees $ 260,398 $ 185,681

Audit Related Fees 168,530 120,733

Tax Fees 4,624 4,011

All Other Fees - 36,220
--------- ---------
Total $ 433,552 $ 346,645

AUDIT FEES

The Audit Fees for the years ended December 31, 2003 and 2002,
respectively, were for professional services rendered for the audit of the
Company's consolidated financial statements

for the fiscal years ended December 31, 2003 and 2002, as applicable, and for
the review of the Company's consolidated financial statements included in the
Company's quarterly reports on Form 10-Q for fiscal 2003 and 2002, as
applicable. In addition, the Audit Fees also include fees for services rendered
to us by Deloitte & Touche LLP for statutory and subsidiary audits, issuance of
comfort letters, consents, income tax provision procedures and assistance with
review of documents filed with the Commission.

AUDIT RELATED FEES

The Audit Related Fees as of the fiscal years ended December 31, 2003
and 2002, respectively, were for assurance and related services related to
employee benefit plan audits, due diligence related to proposed or completed
mergers and acquisitions, accounting consultations and audits in connection with
acquisitions, internal control reviews, attest services that are not required by
statute or regulation, and consultations concerning financial accounting and
reporting standards.

TAX FEES

Tax Fees for the fiscal years ended December 31, 2003 and 2002,
respectively, were for services related to tax compliance, including the
preparation of tax returns and claims for refund, tax planning and advice,
including assistance with and representation in tax audits and appeals, advice
related to proposed or completed mergers and acquisitions, tax services for
employee benefit plans, and requests for rulings or technical advice from tax
authorities.

ALL OTHER FEES

All Other Fees as of the years ended December 31, 2003 and 2002,
respectively, were for services rendered for information technology consulting.

AUDITOR INDEPENDENCE

The Audit Committee has considered the non-audit services provided by
Deloitte & Touche LLP and determined that the provision of such services had no
effect on Deloitte & Touche LLP's independence from the Company.

AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES

The Audit Committee has adopted a Pre-approval Policy for all Audit
Services, Audit Related Services, Tax Services and All Other Services to be
rendered by Deloitte & Touche LLP to the Company. Pursuant to the Pre-approval
Policy, all services to be performed by the Company's independent auditor must
be pre-approved by the Audit Committee. Any proposed services exceeding the
pre-approved cost levels or other limitations must be specifically pre-approved
by the Audit Committee. The Audit Committee may delegate to a majority of the
Audit Committee authority to grant pre-approvals of audit and permitted
non-audit services, provided that decisions of such subcommittee to grant
pre-approvals shall be presented to the full Audit Committee at its next
scheduled meeting. Since the adoption of the Pre-approval Policy by the Audit
Committee on March 11, 2004, the Audit Committee has not waived the pre-approval

requirement for any service other than audit, review or attest services rendered
to the Company by Deloitte & Touche LLP. All Audit Related Fees, Tax Fees and
All Other Fees for 2003 were pre-approved by the Audit Committee.

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 19, 2004.
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
- ---- --- --------
Andrew H. Meyers 47 President and Chief Executive Officer
Steven Goldstein 38 Executive Vice President and Secretary
Joseph P. Ciavarella 48 Vice President and Chief Financial Officer

See the table of nominees for election as directors for biographical
data with respect to Mr. Meyers.

STEVEN GOLDSTEIN has been a Vice President and Secretary of the Company
since February 13, 2001, became Executive Vice President in June, 2003, and an
employee of the Company since December 28, 2000. Mr. Goldstein was a Vice
President of Clinical Sales and Marketing for Hanger Orthopedic Group, a
national provider of orthotic and prosthetic services, since July 1999. In June
1999, Hanger acquired NovaCare's Orthotics and Prosthetics Division, where he
served as Director, Clinical Sales and Marketing. In 1996, NovaCare acquired
Advanced Orthopedic Technologies where he served as Regional Director of Patient
Care Facilities. In 1996, Advanced Orthopedic Technologies acquired Med-Tech
Orthotics and Prosthetics, a private organization, where he served as President
and Chief Executive Officer. Mr. Goldstein received a Certificate in Orthotics
from the Northwestern University Prosthetics-Orthotics Center in 1987, and a
Certificate in Prosthetics from the Northwestern University
Prosthetics-Orthotics Center in 1988. He received a degree of Associate in
Applied Science in Orthotic Technology from Dutchess Community College in 1988,
and he became a Certified Orthotist of the American Board for Certification in
Orthotics and Prosthetics, Inc., in 1990.

JOSEPH P. CIAVARELLA became Vice President and Chief Financial Officer
of the Company on February 16, 2004. From August, 2002 until he joined the
Company, Mr. Ciavarella was the Chief Financial Officer of New York Medical,
Inc., and from 1998 through July, 2002, he was Senior Vice President - Finance
of Aviation Capital Group, an independent aircraft leasing and finance company
that became a subsidiary of Pacific Life Insurance Company. Mr. Ciavarella
received a Bachelor of Business Administration degree from Hofstra University,
Hempstead, New York, in 1977, and became a Certified Public Accountant in 1979.

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 for 2003 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(1) $ $ $ OPTIONS (#)
- ------------------ -------- - - - -----------

Andrew H. Meyers (2) Dec. 31, 2003 178,365 (3)- (4)
President and Chief Dec. 31, 2002 173,664 115,000 (4) -
Executive Officer Dec. 31, 2001 145,132 93,000 (4) -

Steven Goldstein (5) Dec. 31, 2003 166,827 75,000 (4)
Vice President and Dec. 31, 2002 151,331 60,000 (4) -
Secretary Dec. 31, 2001 117,686 30,000 (4) -

Anthony J. Puglisi (6) Dec. 31, 2003 178,365 -
Vice President and Dec. 31, 2002 117,945 25,000 (4) 90,000
Chief Financial Officer Dec. 31, 2001 - -

1. The fiscal period ended December 31, 2001 is comprised of only ten months.
2. 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.
3. The Company may make a bonus payment to Mr. Meyers for the year ended
December 31, 2003 of up to $150,000, which has been accrued for such year;
however, the amount of such bonus has not yet been determined.
4. Less than 10% of the total annual salary and bonus.
5. Mr. Goldstein's employment commenced December 28, 2000. Mr. Goldstein became
Executive Vice President in June, 2003.
6. Mr. Puglisi's employment commenced April 15, 2002, and Mr. Puglisi resigned
effective February 6, 2004.

AGGREGATE OPTION EXERCISES IN 2003 YEAR AND 2003 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, 2003. There
were no options exercised by the Company's executive officers during the year
ended December 31, 2003.

NUMBER OF SHARES OF COMMON STOCK UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
UNEXERCISED OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END (1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE

Andrew H. Meyers 175,000 $ 340,375 $ -
Steven Goldstein 80,000 $ 155,600 $ -
Anthony J. Puglisi 20,000 70,000 $ - $ -

(1) The closing bid price of the Company's Common Stock as reported by the
Nasdaq Stock Market on December 31, 2003 was $3.47. 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth certain information regarding our equity plans as
at December 31, 2003.

(a) (b) (c)
Number of securities
remaining available for
Number of securities to Weighted average future issuance under
be issued upon exercise exercise price of equity compensation plans
of outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))

Equity compensation
plans approved by
security holders 623,330 $ 2.95 1,127,787

Equity compensation
plans not approved by
security holders 0 0 0
------- ------ ---------
623,330 $ 2.95 1,127,787
Total

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 was scheduled to expire
December 31, 2003, subject to early termination as described below. The Board
agreed to extend the term of the Agreement by Unanimous Written Consent first to
March 31, 2004 and then to June 30, 2004, with an automatic extension to
December 31, 2004 absent notice of non-renewal from Mr. Meyers or the Company 30
days prior

to June 30, 2004. 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 vested 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 maintain $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. Mr. Meyers 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.

As of December 28, 2000, the Company entered into an Employment
Agreement with Steven Goldstein that provides that he will serve as Vice
President for a three-year term which was scheduled to expire on 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. The Board agreed to extend the term of the
Agreement by Unanimous Written Consent first to March 31, 2004 and then to June
30, 2004 with an automatic extension to December 31, 2004 absent notice of
non-renewal from Mr. Goldstein or the Company 30 days prior to June 30, 2004. 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
vested 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. 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 provided 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 were scheduled to vest over a period of three years from the date
of grant. Pursuant to his employment agreement, Mr. Puglisi was 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. Mr. Puglisi also agreed to certain confidentiality and
non-competition provisions. Mr. Puglisi terminated his employment with the
Company on February 6, 2004.

REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION COMMITTEE

COMPENSATION POLICY

The Compensation Committee of the Board of Directors is responsible for
setting and administering the policies which govern annual executive salaries,
raises and bonuses and certain awards of stock options, restricted stock and
common stock, and such responsibility is generally limited to the actions taken
by the Compensation Committee of the Board of Directors, although a majority of
the Board's independent directors may determine and recommend annual executive
salaries, raises and bonuses as well as grants of stock options and common stock
without having first received recommendations from the Compensation Committee.
The general philosophy of our executive compensation program is to attract and
retain talented management while ensuring that our executive officers are
compensated in a way that advances the interests of our stockholders. In
pursuing this objective, the Compensation Committee believes that it is critical
that a substantial portion of each executive officer's compensation be
contingent upon our overall performance. It is the Compensation Committee's
responsibility to make recommendations to the Board with respect to Chief
Executive Officer compensation and either alone or with the other independent
members of our Board, to determine and approve our Chief Executive Officer's
compensation. In addition, the Compensation Committee periodically reviews our
incentive compensation and other stock-based compensation programs and
recommends changes in such plans to the Board as needed.

COMPENSATION PROGRAM COMPONENTS

Our executive compensation program emphasizes company performance,
individual performance and an increase in stockholder value over time in
determining executive pay levels. Our executive compensation program consists of
three key elements: (i) annual base salaries; (ii) a performance-based annual
bonus; and (iii) periodic grants of stock options. The Compensation Committee
believes that this three-part approach best serves our stockholders' interests
by motivating executive officers to improve our financial position, holding
executives accountable for the performance of the organizations for which they
are responsible and by attracting key executives into our service. Under our
compensation program, annual compensation for executive officers are composed of
a significant portion of pay that is "at risk" -- specifically, the annual bonus
and stock options.

Base Salary. In reviewing and approving the base salaries of our
executive officers, the Compensation Committee considers the terms of any
employment contract with the executive; the recommendation of the Chief
Executive Officer (except in the case of his own compensation); a determination
of what other companies might pay the executive for his or her services; the
executive's experience; and a subjective assessment of the nature of the
executive's performance and contribution to the Company.

Annual Cash Bonus. In reviewing and approving the performance-based
annual bonus for our executive officers, the Compensation Committee considers an
executive's contribution to the overall performance of the Company.

Stock Incentives. Executive officers of the Company and other key
employees who contribute to the growth, development and financial success of the
Company are eligible to be awarded stock options to purchase our common stock,
shares of restricted common stock, and bonuses of shares of common stock under
our Stock Incentive Plan. Awards under our Stock Incentive Plan help relate a
significant portion of an employee's long-term remuneration directly to stock
price appreciation realized by all our stockholders and aligns an employee's
interests with that of our stockholders.

COMPENSATION OF CHIEF EXECUTIVE OFFICER AND PRESIDENT

As Chief Executive Officer and President, Mr. Meyers is compensated
pursuant to an employment agreement entered into in December 2000. Mr. Meyers'
employment agreement was scheduled to expire on December 31, 2003 and our Board
agreed to extend the term of the Agreement by Unanimous Written Consent first to
March 31, 2004 and then to June 30, 2004, with an automatic extension to
December 31, 2004 absent notice of non-renewal from Mr. Meyers or the Company 30
days prior to June 30, 2004. During 2003, Mr. Meyers received an aggregate base
salary of $178,365. Under the terms of his employment agreement with us, Mr.
Meyers is entitled, at the discretion of our Board of Directors, to performance
bonuses which may be based upon a variety of factors and to participate in our
stock incentive plans and other bonus plans adopted by us based on his
performance and the Company's performance. The Company may make a bonus payment
to Mr. Meyers for the year ended December 31, 2003 of up to $150,000, which has
been accrued for such year; however, the amount of such bonus has not yet been
determined.

SECTION 162(M) OF THE INTERNAL REVENUE CODE

Section 162(m) of the Internal Revenue Code (the "Code"), and the
Treasury Regulations issued thereunder, generally disallow a federal income tax
deduction to any publicly-held corporation for compensation paid in excess of $1
million in any taxable year to a chief executive officer or any of the four
other most highly compensated executive officers employed on the last day of the
taxable year, unless such compensation is paid pursuant to a qualified
"performance-based compensation" arrangement, the material terms of which are
disclosed to and approved by stockholders.

It is the general policy of the Compensation Committee to have
executive compensation paid by the Company treated as fully tax deductible,
without regard to the limitations imposed by Section 162(m) of the Code. All
compensation paid during fiscal year 2003 was determined to be tax deductible.
However, the Compensation Committee also believes that it must reserve the right
to award compensation which it deems to be in the best interests of the Company
and its stockholders but which may not qualify as "performance-based
compensation" under Section 162(m).

Submitted by the Compensation Committee
of the Board of Directors:

Jonathan R. Foster (Chairman)
Greg Nelson

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Foster, Meyers, and Nelson served on the Compensation Committee
in the year ended December 31, 2003. Mr. Meyers is the Company's President and
Chief Executive Officer. During the year ended December 31, 2003, 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.

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
the NASDAQ (U.S.) Index, for the period from February 27, 1998, through December
31, 2003. The stock price performance shown on the graph is not necessarily
indicative of future price performance.
s

[GRAPH OMITTED]

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.

12/31/03 12/31/02 12/31/01 2/28/01 2/29/00 2/26/99 2/27/98
-------- -------- -------- ------- ------- ------- -------

Langer, Inc. $ 246 $ 284 $ 528 $ 355 $ 120 $ 133 $ 100
NASDAQ (U.S.) 113 75 110 122 265 129 100
Russell 2000 Index 121 83 106 103 125 85 100

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 Agreement, Kanders & Company, Inc., is to receive
an annual fee of $100,000, and 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 reimbursement for out-of-pocket expenses. The Consulting
Agreement indemnifies Kanders & Company, Inc., against any claims brought
against the Company or 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 in
connection with specific transactions for which Kanders & Company, Inc., will
provide additional services for the Company. Kanders & Company, Inc., agreed
that, during the term of the Consulting Agreement and for a period of one year
thereafter, 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 to
Kanders & Company, Inc., 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 under the Securities Act in connection with the registration of the
securities underlying the Consultant's Options.

LOAN TO STEVEN GOLDSTEIN. In April 2002, the Company made a
full-recourse secured two-year term loan to Mr. Steven 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. The loan,
along with applicable interest was repaid in April, 2004.

OTHER RELATED PARTY TRANSACTIONS. The Company has obtained certain
technology related products and services from a company owned by the
brother-in-law of Andrew Meyers, President and Chief Executive Officer of the
Company. Costs incurred by the Company for such products and services were
approximately $142,000, $127,700, and $59,500 in the years ended December 31,
2003 and 2002, and in the ten months ended December 31, 2001, respectively.

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, 2003. The Board of Directors
desires to continue the services of Deloitte & Touche LLP for the year ended
December 31, 2004. 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, 2004. 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.

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, 2003
were timely filed with the Commission and the Nasdaq Stock Market.

ANNUAL REPORT

A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 2003, 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 450 Commack Road, Deer Park, New York 11729-4510 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, 2003, 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 450 COMMACK
ROAD, DEER PARK, NEW YORK 11729-4510.

REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS, NOMINATION OF DIRECTORS
AND OTHER BUSINESS OF STOCKHOLDERS

Under the rules of the Securities and Exchange Commission, if a
stockholder wants us to include a proposal in our Proxy Statement and Proxy Card
for presentation at our 2005 Annual Meeting, the proposal must be received by us
at our principal executive offices by January 5, 2005 (or, if the 2005 Annual
Meeting is called for a date not within 30 calendar days before or after June
23, 2005, within a reasonable time before we begin to print and mail our proxy
materials for the meeting). The proposal should be sent to the attention of:
Langer, Inc., 450 Commack Road, Deer Park, New York 11729-4510, Att'n: Company
Secretary and must include the information and representations that are set out
in Exchange Act Rule 14a-8.

Under our Bylaws, and as permitted by the rules of the Securities and
Exchange Commission, certain procedures are provided that a stockholder must
follow to nominate persons for election as directors or to introduce an item of
business at a meeting of our stockholders outside of the requirements set forth
in Exchange Act Rule 14a-8. These procedures provide that nominations for
director nominees and/or an item of business to be introduced at a meeting of
our stockholders must be submitted in writing to the Secretary of the Company at
our principal executive offices. Any written submission by a stockholder
including a director nomination and/or item of business to be presented at a
meeting of our stockholders must comply with the procedures and such other
requirements as may be imposed by our Bylaws, Delaware law, the Nasdaq Stock
Market, the rules and regulations of the Securities and Exchange Commission, and
must include the information necessary for the Board to determine whether the
candidate qualifies as independent under the Nasdaq Stock Market's rules.

We must receive notice of the intention to introduce a director
nomination or to present an item of business at our 2005 Annual Meeting (a) not
less than sixty (60) days nor more than ninety (90) days prior to June 23, 2005
if our 2005 Annual Meeting is held within thirty (30) days before or after June
23, 2005; or (b) not later than the close of business on the tenth (10th) day
following the day on which the notice of meeting was mailed or public disclosure
of the date of the meeting was made, whichever occurs first, in the event our
2005 Annual Meeting is not held within thirty (30) days before or after June 23,
2005. In the event we call a special meeting of our stockholders, we must
receive your intention to introduce a director nomination or to present an item
of business at the special meeting of stockholders not later than the close of
business on the tenth (10th) day following the day on which the notice of such
special meeting of stockholders was mailed or public disclosure of the date of
the meeting was made, whichever occurs first.

Assuming that our 2005 Annual Meeting is held on schedule, we must
receive notice of your intention to introduce a director nomination or other
item of business at that meeting not less than sixty (60) days nor more than
ninety (90) days prior to June 23, 2005. If we do not receive notice within the
prescribed dates, or if we meet other requirements of the Securities and
Exchange Commission rules, the persons named as proxies in the proxy materials
relating to that meeting will use their discretion in voting the proxies when
these matters are raised at the meeting. In addition, nominations or proposals
not made in accordance herewith may be

disregarded by the chairman of the meeting in his discretion, and upon his
instructions all votes cast for each such nominee or for such proposals may be
disregarded.

FOR THE BOARD OF DIRECTORS

STEVEN GOLDSTEIN, SECRETARY

APPENDIX A

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF
LANGER, INC., A DELAWARE CORPORATION

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial information which will be provided to the shareholders and others, the
systems of internal controls which have been established, and the audit process.

The Audit Committee shall consist of at least three independent
directors, all of whom shall have no relationship to the Company that may
interfere with the exercise of their independence from management and the
Company. No member of the Audit Committee shall have any relationship, with the
Company or otherwise, which is now, or may hereafter, be prohibited by any rule
adopted by the Securities and Exchange Commission or the National Association of
Securities Dealers, Inc. Each member of the Audit Committee shall be able to
read and understand fundamental financial statements, including the Company's
balance sheet, income statement, and cash flow statement, or will become able to
do so within a reasonable period of time after appointment to the Audit
Committee. At least one member shall have accounting or related financial
management expertise, or any other comparable experience or background which
results in the individual being financially sophisticated. The Audit Committee
shall meet at least four times each year.

In meeting its responsibilities, the Audit Committee is expected to:

1. Provide an open avenue of communication between the Chief Financial
Officer, the independent accountant and the Board of Directors.

2. Review with management and the independent accountant at the
completion of the auditor's examination of the Company's annual
financial statements:

a. The Company's annual financial statements, including the notes
thereto.
b. The independent accountant's audit of such financial statements
and the report thereon.
c. Any significant changes required in the independent
accountant's audit plan.
d. Any serious difficulties or disputes with management
encountered during the course of the audit.
e. Other matters related to the conduct of the audit which are to
be communicated to the Board of Directors under generally
accepted auditing standards.

The Audit Committee shall communicate to the independent accountant
any and all concerns regarding matters included in this Section 2
and management's activities related thereto.

Appendix A-Page 1

3. Consider and review with management and the independent accountant:

a. Significant findings (including significant risks or exposure)
during the year and management's response thereto.
b. Any difficulties encountered in the course of their work or
access to required information.
c. Any changes required to ensure completeness of coverage and the
effective use of audit resources.

4. Review filings with the SEC and other published documents
containing the Company's financial statements and ensure that the
information contained in these documents is consistent with the
information contained in the financial statements.

5. Review with management the interim financial reports. Management
shall advise the Audit Committee of any significant items or
changes affecting the interim reports and their comparability to
prior reports.

6. Consider and review with the independent accountant:

a. The adequacy of the Company's internal controls and security,
including computer information systems.
b. Any related significant findings and recommendations of the
independent accountant.

The independent accountant shall discuss with the Audit Committee
the auditor's qualitative judgment of the financial reports,
whether the auditor believes management has adopted conservative,
moderate or aggressive accounting principals and whether
management's accounting principals are widely accepted and
appropriate.

7. The independent accountant for the Company is ultimately
accountable to the Board of Directors and the Audit Committee as
the representatives of the shareholders. The Audit Committee shall
evaluate and recommend to the Board of Directors the selection or
replacement of the independent accountant. The Board of Directors
has the ultimate authority and responsibility to select, and if it
so determines, to nominate the independent auditor for shareholder
approval in any proxy statement.

8. Review and confirm the independence of the independent accountant
based on information submitted by and responses from the
independent accountant to inquiries made by the Audit Committee.
The independent accountant shall submit to the Audit Committee on a
periodic basis a formal written statement setting forth the
disclosures regarding independence required by Independence
Standards Board Standard No. 1, as amended from time to time,
delineating all relationships between the accountant and the
Company and any other relationships or interests which may impact
the accountant's independence and objectivity. The Audit Committee
shall engage in active dialogue with the independent accountant
with respect to any disclosed relationships or services that may
impact on the

Appendix A-Page 2

objectivity or independence of the accountant and shall recommend
to the Board of Directors that the Board take such actions as the
Committee deems appropriate to insure the independence of the
accountant. In assessing the independence of the accountant, the
Audit Committee shall rely upon and follow Independence Standards
Board Standard 1.

9. Approve the fees paid to the independent accountant with respect to
all services.

10. Periodically report to the Board of Directors on the activities and
findings of the Committee.

11. Review and assess the adequacy of the Committee's charter annually
and update, as necessary.

The duties and responsibilities of a member of the Audit Committee are in
addition to those duties set out for a member of the Board of Directors.

Appendix A-Page 3

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

LANGER, INC.

ANNUAL MEETING OF STOCKHOLDERS
JUNE 23, 2004

The undersigned hereby appoints Andrew H. Meyers and Joseph P.
Ciavarella as proxies, each with full power of substitution, and hereby
authorizes each of them to appear and vote, as designated below, all shares of
Common Stock of Langer, Inc., held of record by the undersigned on May 3, 2004,
at the Annual Meeting of Stockholders to be held on June 23, 2004, 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 23, 2004

|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

[ ]
-----------------------------------------------------------------------------
(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 [ ] [ ] [ ]

In 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: , 2004
--------------------------- ------------------

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