LICENSE TERMINATION AGREEMENT

EXHIBIT 10.28

DME SUPPLY AND RELATED SERVICES AGREEMENT

THIS DME SUPPLY AND RELATED SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of the          day of January 2006 by and between The Orthopaedic Excellence of Long Island, P.C. (“Provider”) and OrthoSupply Management, Inc., a Delaware corporation or its designee (“OSMI”).

RECITALS

A. WHEREAS, Provider desires to offer Provider patients requiring durable medical equipment and orthotics (together referenced as “DME”) the option of having such DME fitted and dispensed within its office suite (the “Office”) in order to enhance the continuity, convenience and quality of care provided to Provider patients.

B. WHEREAS, OSMI supplies DME and related services to physician groups and other health care providers.

C. WHEREAS, Provider desires to purchase DME and related services from OSMI to facilitate its provision of DME to Provider patients.

D. WHEREAS, the parties desire to enter into this Agreement in order to provide a full statement of their respective responsibilities hereunder during the term of this Agreement.

FOR AND IN CONSIDERATION of the mutual covenants and agreements hereinafter contained, the parties hereto hereby agree as follows:

OSMI shall have only the responsibilities and authority delegated to it under this Agreement or as delegated by Provider and accepted by OSMI from time to time. Subject to the ultimate authority and control of the Provider, OSMI shall have the following authorities and responsibilities (the payment for which shall be included in the fees set forth in Section 3(a) and 3(b), as applicable):

(a) Personal and Management Services . OSMI shall provide the personal and management services identified below in order to facilitate Provider’s on-site provision of DME and related services to Provider patients.

(1) Rehabplus Manager . OSMI shall employ and provide to Provider, on a full-time basis ( i.e. , at least 40 hours per week), one leased employee as follows:

A RehabPlus Manager trained in insurance verification process and who shall provide services at the Office on a full-time basis. The RehabPlus Manager shall assist Provider in processing DME orders placed by Provider physicians, providing insurance verifications, assuring proper inventorying and storage of DME in the Office, proper fitting of DME, dispensing DME to Provider patients who elect to order DME from Provider, performing patient follow up to promote proper use and efficacy of DME and record keeping related to the above duties, as reasonably requested by Provider. The RehabPlus Manager shall be licensed, certified, and/or accredited as required by law to perform such services and shall maintain such license, certification and/or accreditation throughout the term of this Agreement.

Descriptions of the RehabPlus Manager’s essential functions and qualifications are attached as Exhibit A hereto. The Rehab Plus Manager’s services hereunder shall be subject to the control, supervision and evaluation of Provider. Such employee also shall participate in such periodic staff meetings and meetings with treating physicians as the parties mutually agree are reasonably required for the effective provision of DME and related services to Provider patients.

The RehabPlus Manager shall remain an employee of OSMI, and not an employee of Provider. At such times as the RehabPlus Manager is providing services on behalf of Provider hereunder, Provider shall have authority and responsibility for (i) the supervision and control of the RehabPlus Manager, (ii) determining the means and methods by which the RehabPlus Manager provides services hereunder and (iii) determining charges for the RehabPlus Manager’s services.

OSMI shall retain sole responsibility for the compensation (and benefits) of the RehabPlus Manager for her services hereunder, including, without limitation, the setting, modification and payment thereof As employer, OSMI shall be responsible for all deductions, payments and benefits required by law as the employer on behalf of the RehabPlus Manager hereunder, including, without limitation, withholding taxes, Social Security, unemployment insurance, workers’ compensation and disability.

To the extent applicable, at such times as the RehabPlus Manager is providing services on behalf of Provider hereunder, Provider shall have authority and responsibility for determining charges and the services provided by the RehabPlus Manager on behalf of Provider. OSMI hereby assigns and shall, to the extent required by law or any third party payor, cause the RehabPlus Manager to assign to Provider, the limited right to bill and collect, subject to limits imposed by law, rule or regulation, for all services provided by the RehabPlus Manager on behalf of Provider. The assignment hereunder shall be limited to the services provided hereunder aid shall not include any other services provided by the RehabPlus Manager. All billing shall be performed in accordance with applicable law and the rules and regulations of the applicable third party payors.

As the RehabPlus Manager will remain an employee of OSMI, the RehabPlus Manager shall have terms and conditions of employment for OSMI as determined by OSMI policies. Notwithstanding the foregoing, Provider shall have the right to approve the person designated by OSMI to serve as the RehabPlus Manager, which approval shall not be unreasonably withheld or delayed. Upon written request of Provider, OSMI shall remove the person serving as the RehabPlus Manager from service under this Agreement and, within a reasonable period of time thereafter, replace such person with an individual approved by Provider in accordance with this provision.

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(2) Policy and Procedure Manual . OSMI shall provide to the Provider a draft policy and procedure manual (hereinafter referred to as the “Manual”) for Provider’s review and approval, which Manual shall include protocols, operating policies and procedures and similar materials that are reasonably necessary for the proper ordering, storage, fitting and dispensing of DME, as well as proper documentation and patient follow up. OSMI may recommend revisions to the Manual, as necessary, from time to time and shall make such revisions as are necessary and approved by Provider to tailor the Manual to Provider’s needs.

(3) Educational Programs . OSMI shall provide in-service training and educational programs for Provider physicians and staff related to the proper fitting, use and clinical benefits of DME, upon request of Provider.

(4) Quality Review Activities . OSMI shall assist Provider in establishing a quality oversight program and program evaluation standards to promote the efficacy of DME and related services provided by the Provider.

(5) RehabPlus Solution . OSMI shall provide RehabPlus Solution services as specified in Exhibit B hereto. OSMI will provide over-sight and leadership management on administrative aspects of the Provider’s RehabPlus Solution.

(b) Billing and Collection Services . OSMI and Provider acknowledge that billing and collection for the DME services shall be the sole responsibility of OSMI. The parties agree that this Agreement shall only be applicable to the DME services and not to any other services provided by Provider. OSMI recognizes that Provider may use another vendor to perform billing services for Provider’s non-DME services and that OSMI shall have no right or obligations relating thereto. The RehabPlus Manager, with assistance from and supervision by Provider, will handle all patient and encounter information of Provider on services rendered and enter said information into OSMI’s billing & collection system. The following information will be required by Provider to process customer charges:

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Based upon the above information received from Provider, OSMI shall provide the following billing and account management services:

(1) Patient Services Billing : Create claims or invoices, create patient bills, post payments, perform collection follow-up.

(2) Reporting : A set of monthly reports will be forwarded to Provider to detail the activity of the month. OSMI shall keep and maintain a standard reporting system to provide Provider with the current status of its outstanding accounts receivable and all other reports reasonably requested by Provider from time to time. All communications from and to Provider’s payors and patients shall be available for Provider’s review upon request. In all events, OSMI will provide Provider with information requested by Provider within two (2) business days.

(3) Scope of Services : OSMI’s services on behalf of Provider will include, among other things: (a) any and all required preparation, keypunching and billing of all first-and third-party bills for professional services rendered by Provider and for DME products provided by the Provider; (b) submitting completed claims under appropriate provider numbers to responsible parties; (c) handling denied claims and revising and resubmitting such claims for payment from all third party payors, including without limitation, managed care and insurance companies and governmental programs; and (d) answering all phone inquiries concerning claims on behalf of Provider and providing follow up support on claims.

(4) Claims Submission : All bills will be sent directly to both first-and third-party payors, or to whomever Provider so designates (subject to applicable federal, state and local laws, rules and regulations which may from time to time be in effect) within five business days of OSMI’s receipt of the necessary data to perform such billing (“Billing Period’). If additional data is required to OSMI to perform the billing, OSMI must request the additional information in writing within the Billing Period. Upon receipt of the requested information, OSMI shall submit the bill, as set forth above, within five (5) days.

(5) Delinquent Accounts : OSMI and Provider agree that any bills that have not been paid by the responsible first or third party payor within forty five (45) days of their receipt shall be deemed delinquent and past due (“Delinquent Accounts”). OSMI shall use its best efforts to collect amounts owed on Delinquent Accounts.

(6) Compliance with Applicable Law and Policies : OSMI shall conduct all of its services hereunder in accordance with policies of Provider and shall submit all completed claims under the appropriate provider number (and/or federal tax identification number) of Provider or its individual physicians and health care practitioners as directed

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by Provider. OSMI shall perform all of its services hereunder in accordance with: (i) all applicable federal and state laws, rules and regulations (including, without limitation, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), (ii) the Medicare and the Medicaid programs (to the extent applicable); and (iii) all commercial and governmental payor rules.

(7) Flow of Funds : OSMI shall direct and cause all payments due to, or arising from, its services hereunder to be directed to Provider at an address designated by Provider. In the event that any payments are mistakenly sent to OSMI, then OSMI shall promptly forward and endorse (if necessary) all such payments to Provider. Provider shall notify OSMI of all payments received within a reasonable time period. This provision shall survive termination of this Agreement.

(8) Compliance Efforts : OSMI shall cooperate with the compliance efforts of Provider to ensure both parties compliance with all applicable federal and state laws, rules and regulations and with all applicable rules of third party payers. OSMI will provide Provider with a copy of its compliance program, and shall do the following:

(i) If OSMI finds evidence of an erroneous or improper claims (whether due to the conduct of OSMI or Provider), OSMI shall refrain from the submission of such claim and promptly (within (10) days) notify Provider.

(ii) OSMI shall fully cooperate with Provider in instituting appropriate corrective actions if erroneous or improper claims or overpayments have been identified, including, but not limited to, assisting in appropriate billing reviews, submitting corrected bills, or processing.

(c) DME Products . OSMI shall provide such DME as requested by Provider. All DME products shall be provided to Provider within such time frames as requested by Provider

(a) Organization and Operation . Provider shall retain ultimate responsibility for the proper operation of the Provider. Each party shall comply with all applicable laws, rules and regulations including, without limitation, the federal Stark (42 USC 1395nn) and anti-kickback laws (42 USC 1320-7b).

(b) Provision of Physician Services . The parties acknowledge and agree that Provider, through its physicians, shall be responsible for and shall have complete authority, responsibility, supervision and control over the provision of all physician services rendered by the Provider, and that all medical treatments and procedures related to the use of DME shall be provided and performed exclusively by or under the supervision of Provider physicians in such manner as Provider physicians, in their sole discretion, deem appropriate. OSMI shall have and exercise absolutely no control or supervision over the provision of physician services.

(c) Engagement of Clinicians . Provider shall be solely responsible for engaging all physician and all non-physician personnel necessary to the proper operation of Provider, other than the RehabPlus Manager provided by OSMI pursuant to Section 1 above.

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(d) Quality Oversight Program . Upon request of Provider, OSMI shall provide administrative assistance to Provider in performing its quality assurance/utilization review activities.

(e) Liaison . Provider shall select one or more Provider representatives to serve as liaison(s) for OSMI regarding RehabPlus billing and operational matters, and OSMI shall select one or more OSMI representatives to serve as a liaison for its services hereunder.

(f) Direction and Supervision of DME-Related Services . Provider shall be solely responsible for identifying appropriate patients for DME and related services, certifying the medical necessity of such DME and related services, scheduling all Provider services (including DME fittings and follow up appointments) and supervising the services of the RehabPlus Manager. The parties agree that Provider shall not provide DME to, and this Agreement shall not apply to, Medicare or Medicaid patients or any other patients covered by any federal health care program, except for prosthetics, orthotics, canes, crutches, walkers and folding manual wheel chairs, to the extent permitted by all applicable federal, state and local laws, rules and regulations.

(g) Documentation . Provider shall be responsible for selecting principal diagnosis and procedure codes based on Medicare and other applicable payer standards and guidelines. Provider agrees to comply with all DME order entry procedures as specified by OSMI and agreed to by Provider. On a weekly basis, Provider shall forward to OSMI copies of Explanations of Benefits forms and/or receipts of payment in order to enable proper updating of patient accounts receivable ledgers and accounting for total collections.

(h) Licenses, Permits and Certifications . Provider shall be responsible for obtaining and maintaining any licenses, permits, certifications and provider numbers necessary for the Provider to dispense DME within the Office and bill payers for DME and related services, subject however, to OSMI’s obligations to assist Provider in such process as more fully described on Exhibit B hereto.

(i) Financial Responsibilities . Provider shall, at its sole expense, as determined appropriate by the Provider:

(1) Provide all necessary Office space (by lease or otherwise), receptionist services, security services and utilities as may be required for operation of the Provider, including the storage, fitting and dispensing of DME.

(2) Equip and furnish the Office space within which DME owned by Provider may be stored, fitted and dispensed.

(3) Arrange any modifications, maintenance and repairs to the Provider premises, furnishings or equipment necessary to maintain the Provider in good condition and in compliance with all applicable legal requirements.

(4) Pay all physician and other Provider employee salaries and benefits.

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(j) Charges . Provider shall determine the charges for all DME and related services provided to Provider patients.

(k) Compliance with Law and Professional Standards . All of Provider’s duties and responsibilities hereunder shall be conducted in accordance with all applicable federal, state and municipal laws, rules and regulations.

(l) Collection Responsibility and Payment to OSMI . Provider shall be responsible for:

(1) Maintaining files containing medical documentation to support claims for which Provider has requested that OSMI perform billing services.

(2) Forwarding on a weekly basis all RehabPlus related Explanation of Benefits (EOB) to OSMI from date of rece