INDEMNIFICATION ESCROW AGREEMENT

Exhibit 4.7

INDEMNIFICATION ESCROW AGREEMENT

     This INDEMNIFICATION ESCROW AGREEMENT (this “ Agreement ”), dated as of October 4, 2004, is made and entered into by and among Encore Medical Corporation, a Delaware corporation (the “ Acquiror ”), MPI HOLDINGS, LLC, a Delaware limited liability company (“ MPI ”), solely in its capacity as the initial Holder Representative (MPI and any of its successors in such capacity being sometimes referred to herein in such capacity as the “ Holder Representative ”) and JPMorgan Chase Bank, a New York corporation (the “ Escrow Agent ”).

W I T N E S S E T H :

      WHEREAS , the Acquiror, Empi, Inc. a Minnesota corporation (the “ Company ”), Encore Medical Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“ Merger Sub ”), MPI, solely in its capacity as the initial Holder Representative, and the Company Principal Shareholders have entered into that certain Agreement and Plan of Merger, dated as of August 8, 2004 and attached hereto as Exhibit A (the “ Merger Agreement ”; capitalized terms used herein and not otherwise defined having the meanings assigned to them in the Merger Agreement), which provides for, among other things, the merger of Merger Sub with and into the Company, with the Company being the surviving corporation;

      WHEREAS , pursuant to the terms of the Merger Agreement, the Stock Portion of the Merger Consideration shall be delivered by the Acquiror to the Escrow Agent to be held in escrow (i) as security for the indemnification obligations in favor of Acquiror under Article XIII of the Merger Agreement and (ii) as a security for any amount payable to the Acquiror pursuant to Section 1.5(d) of the Merger Agreement to the extent provided in Section 1.5(d) of the Merger Agreement; and

      WHEREAS , Acquiror and the Holder Representative desire that the Escrow Agent hold and dispose of such escrowed property, and the Escrow Agent is willing to do so, on the terms and conditions hereinafter set forth;

      NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

     1.   Appointment of Escrow Agent . By its signature below, Escrow Agent acknowledges receipt of the Escrow Shares (as defined below). The Escrow Agent is hereby constituted and appointed the escrow agent hereunder.

     2.   Escrow Property . Simultaneously with the execution of this Agreement, Acquiror shall deliver to and deposit with the Escrow Agent, in accordance with the Merger Agreement, a stock certificate in the name of the Escrow Agent (or its nominee) representing eight million (8,000,000) shares of Acquiror Common Stock (the “ Escrow Shares ”). The Escrow Agent agrees to hold in escrow, in accordance with this Agreement, the Escrow Shares together with any dividends or other distributions (other than cash dividends or distributions) made on the Escrow Shares and such cash, stock or other property into which Escrow Shares may be changed pursuant to any merger consideration or similar transaction involving the Acquiror and any substitutions of cash for such Escrow Shares pursuant to Section 6 of this Agreement, in each case with the benefit of any earnings thereon (collectively, the “ Escrow Property ”). The Escrow Agent hereby agrees to take appropriate measures to safeguard the certificates(s) evidencing Escrow Shares in accordance with customary custodial practices and to retain the other Escrow Property in an account.

     3.   Investment of Cash . During the term of this Agreement, any Escrow Property received in the form of cash shall be invested and reinvested by the Escrow Agent in one of the following investments as per the joint instruction of Acquiror and the Holder Representative:

administrator, shareholder servicing agent and/or custodian or subcustodian, notwithstanding that (i) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (ii) the Escrow Agent charges and collects fees for services rendered pursuant to this Escrow Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Escrow Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates.

In the absence of investment instructions, the Escrow Property shall be invested in a JPMorgan Chase Bank Money Market Account. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated herein. Subject to Section 8(b), 60% of all interest earned and other income earned on the Escrow Property shall become part of the Escrow Property. The Escrow Agent shall distribute 40% of all interest earned and other income earned on the Escrow Property (excluding amounts to be distributed pursuant to Section 8(b)) to the holders of the Common Shares and Options pro rata at their respective mailing addresses and in accordance with their Applicable Percentages, both as set forth on Exhibit B . Such distribution shall be made by December 31 ^st of each year.

     4.   Transfer of Escrow Shares Following Determination Date . Immediately following the date on which the Holder Representative finally determines and delivers to Acquiror its calculation of the Closing Date Net Working Capital, the Closing Date Funded Debt and the Closing Date Cash and Cash Equivalents (the “ Determination Date ”), the Acquiror and the Holder Representative shall deliver to the Escrow Agent (if required by Section 1.5(d) of the Merger Agreement) joint written instructions setting forth how the Escrow Shares (if any) are to be delivered to the Acquiror, which instructions shall be based on the terms set forth in Section 1.5 of the Merger Agreement. As promptly as practicable following receipt of such joint written instruction, the Escrow Agent shall deliver to the Acquiror the number of Escrow Shares (if any) as specified in such joint written instruction by delivering the stock certificate representing the Escrow Shares to the Acquiror’s stock transfer agent in exchange for a stock certificate in the name of the Escrow Agent (or its nominee) representing the number of remaining Escrow Shares to be retained as Escrow Property as set forth in the joint written instructions delivered to the Escrow Agent.

     5.   Payment of Damages .

     (a) The Escrow Property shall be available to pay, in accordance with the procedures set forth herein, any Damages for which a Purchaser Indemnitee is entitled to indemnification pursuant to Article XIII of the Merger Agreement (subject to the limitations therein); provided , however , that any claims by a Purchaser Indemnitee for indemnification under Article XIII of the Merger Agreement must be made before the Distribution Date (as defined herein).

     (b) If a Purchaser Indemnitee determines in good faith that it is entitled to indemnification for Damages pursuant to Section 13.2 of the Merger Agreement, the Acquiror may deliver to the Escrow Agent and the Holder Representative a written request for the payment of such Damages amount (a “ Payment Request ”), which Payment Request shall identify in reasonable detail the facts and circumstances with respect to the subject matter of such Damages claim and the section of the Merger Agreement for which indemnification is sought and the amount and method of computing the amount of Damages. Any Third Party Action shall be identified as such in the Payment Request. Within thirty (30) days after the Holder Representative receives a Payment Request, the Holder Representative shall deliver to the Escrow Agent and the Acquiror a written notice (a “ Response Notice ”) stating whether the Holder Representative objects to the Payment of all or any portion of the Damages amount set forth in the Payment Request and advising of the allocation of shares and/or cash to be delivered. In the event the Holder Representative does not deliver a Response Notice within 30 days after its receipt of a Payment Request, it will be deemed not to have objected to any portion of the Damages amount set forth in the Payment Request and the Escrow Agent shall pay such Damages amount to Acquiror in accordance with Section 5(c) below. The Escrow Agent will be prohibited from paying any Damages amount in dispute as set forth in the Response Notice, unless (i) the Holder Representative delivers a written notice (an “ Amended Response Notice ”) to the Escrow Agent stating that the Holder Representative has withdrawn its objection with respect to all or any part of the objections set forth in the Response Notice or (ii) Acquiror delivers to the Escrow Agent and the Holder Representative a copy of a final, non-appealable order of a court of competent jurisdiction (a “ Final Order ”) determining that Acquiror is entitled to payment of such Damages amount under the Merger Agreement and directing the Escrow Agent to disburse an amount set forth in such order (provided that the Escrow Agent shall be entitled to receive from the claiming party, with a copy to the non-claiming party, a letter, on which the Escrow Agent may conclusively rely, to the effect that the order of the court is final and binding, unless the non-claiming party provides written notice to the Escrow Agent and the claiming party that the order of the Court is not final and binding within 15 days of receipt of the Final Order by the Escrow Agent and the non-claiming party). In the event there is a dispute between Acquiror and the Holder Representative as to whether an order from a court is a Final Order, the Escrow Agent shall have the right to interplead all interested parties in accordance with

2

Section 11(a). Upon receipt of an Amended Response Notice from the Holder Representative or a Final Order, as applicable, the Escrow Agent shall thereafter act in accordance with Section 5(c) below.

     (c) If the Escrow Agent has received a Response Notice (or fails to receive a Response Notice as specified above), an Amended Response Notice or a Final Order, and if such Response Notice (or Payment Request in the event Escrow Agent has not received a Response Notice as specified above), Amended Response Notice or Final Order indicates that a Purchaser Indemnitee is entitled to payment in respect of all or any portion of a Damages amount set forth in a Payment Request, then the Escrow Agent shall release Escrow Property and deliver to the Purchaser Indemnitee a number of Escrow Shares or cash held in escrow in an amount equal to the amount due to the Purchaser Indemnitee as indicated in such Response Notice (or Payment Request in the event Escrow Agent has not received a Response Notice as specified above), Amended Response Notice or Final Order (the “ Payment Amount ”) (it being understood and agreed that the Holder Representative shall designate in writing the mix of Escrow Shares and/or cash to be released by the Escrow Agent in respect of such Payment Amount (a “ Payment Instruction Notice ”). If such Response Notice, Amended Response Notice or Final Order indicates that the Purchaser Indemnitee is not entitled to all or any portion of the Damages amount set forth in the Payment Request, then the Escrow Agent shall hold the amount of Escrow Shares and/or cash to which the Purchaser Indemnitee is determined not to be entitled in accordance with the terms of this Agreement until such amounts are distributed (i) to the holders of Common Shares and Options pursuant to Section 7 below, (ii) to any Purchaser Indemnitee in respect of another Payment Request pursuant to this Section 5 or (iii) as specified in joint written instructions from the Holder Representative and the Acquiror. For purposes hereof, in the event a Purchaser Indemnitee is to receive Escrow Shares in respect of any Payment Amount or any portion thereof, such Purchaser Indemnitee shall be entitled to receive a number of Escrow Shares equal to (x) such Payment Amount or portion thereof, divided by (y) the average closing price for one share of Escrow Shares for the ten (10) Business Day period ending on the Business Day immediately preceding the date on which such shares are released by the Escrow Agent. The Response Notice (or Payment Request in the event the Escrow Agent has not received a Response Notice as specified above), Amended Response Notice or Final Order shall specify the amount of shares and/or cash to which the Purchaser Indemnitee is entitled (it being understood that the Escrow Agent will not be responsible for the calculations associated therewith). In the event any Escrow Shares are to be delivered to the Acquiror pursuant to this Section 5, the Escrow Agent shall deliver to the Acquiror such number of Escrow Shares (if any) as specified in the Response Notice (or Payment Request in the event the Escrow Agent has not received a Response Notice as specified above), Amended Response Notice or Final Order by delivering the stock certificate representing the Escrow Shares then held by the Escrow Agent as Escrow Property to Acquiror’s stock transfer agent in exchange for a stock certificate in the name of the Escrow Agent (or its nominee) representing the number of remaining Escrow Shares to be retained as Escrow Property as set forth in such Response Notice (or Payment Request in the event the Escrow Agent has not received a Response Notice as specified above), Amended Response Notice or Final Order delivered to the Escrow Agent.

     6.   Substitution of Escrow Property . At any time, the Holder Representative shall have the right to replace Escrow Shares with cash by providing a written notice to the Escrow Agent and the Acquiror setting forth the number of Escrow Shares to be so replaced (a “ Replacement Notice ”). As promptly as practicable after delivery of a Replacement Notice, the Escrow Agent shall deliver to the Holder Representative (or its designee), the number of Escrow Shares specified in the Replacement Notice in exchange for the delivery by the Holder Representative (or its designee) of cash in an amount equal to the product of (x) the number of such Escrow Shares to be replaced and (y) 4.702 (the “ Closing Stock Price ”); provided , however , that the Closing Stock Price shall be proportionately reduced or increased, as applicable, to account for any stock split, subdivision, stock dividend, recapitalization, merger, combination or similar transaction (a “ Capital Stock Event ”) in respect of the Escrow Shares occurring after the date hereof. The Escrow Agent shall effect the delivery of Escrow Shares pursuant to this Section 6 by delivering the stock certificate representing the Escrow Shares then held by the Escrow Agent as Escrow Property to Acquiror’s stock transfer agent in exchange for: (i) stock certificates for and in the name of the persons designated by the Holder Representative in writing representing the number of Escrow Shares as specified in the Replacement Notice; and (ii) a stock certificate in the name of the Escrow Agent (or its nominee) representing the number of remaining Escrow Shares to be retained as Escrow Property as set forth in such Replacement Notice. The Acquiror agrees to (i) provide the Holder Representative written notice of any Capital Stock Event setting forth in reasonable detail the terms and conditions thereof and (ii) to cause its stock transfer agent to deliver as promptly as practicable a stock certificate in the name of the Escrow Agent (or its nominee) representing such new nu