EXHIBIT 4.1
 
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              DJ ORTHOPEDICS, INC.
 
                                   ARTICLE I
 
     The name of the corporation is dj Orthopedics, Inc. (the "Corporation").
 
                                   ARTICLE II
 
     The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended ("Delaware Law") and to possess and exercise all of the powers and
privileges granted by such law and any other law of the State of Delaware.
 
                                  ARTICLE III
 
     The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 125,000,000 consisting of (a) 100,000,000
shares of Common Stock, par value $0.01 per share (the "Common Stock"), and (b)
25,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred
Stock").
 
     The board of directors of the Corporation (the "Board of Directors") is
hereby empowered to authorize by resolution or resolutions from time to time the
issuance of one or more classes or series of Preferred Stock and to fix the
designations, powers, preferences and relative, participating, optional and
other rights, if any, and the qualifications, limitations and restrictions
thereof, if any, including, without limitation, the number of shares
constituting each such class or series, dividend rights, conversion rights,
redemption privileges, voting powers, full or limited or no voting powers, and
liquidation preferences, and to increase or decrease the size of any such class
or series (but not below the number of shares of any class or series of
Preferred Stock then outstanding) to the extent permitted by Delaware Law.
Without limiting the generality of the foregoing, the resolution or resolutions
providing for the establishment of any class or series of Preferred Stock may,
to the extent permitted by law, provide that such class or series shall be
superior to, rank equally with or be junior to the Preferred Stock of any other
class or series. Except as otherwise expressly provided in the resolution or
resolutions providing for the establishment of any class or series of Preferred
Stock, no vote of the holders of shares of Preferred Stock or Common Stock shall
be a prerequisite to the issuance of any shares of any class or series of the
Preferred Stock authorized by and complying with the conditions of this
Certificate of Incorporation.
 
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                                   ARTICLE IV
 
          (i) The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than three
and no more than 15 directors, the exact number of directors to be determined
from time to time solely by resolution adopted by the affirmative vote of a
majority of the entire Board of Directors.
 
          (ii) The directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as the
Board of Directors determines may be possible, of one-third of the total number
of directors constituting the entire Board of Directors. Each director shall
serve for a term ending on the date of the third annual meeting of stockholders
next following the annual meeting at which such director was elected, PROVIDED
that directors initially designated as Class I directors shall serve for a term
ending on the date of the year 2002 annual meeting, directors initially
designated as Class II directors shall serve for a term ending on the date of
the year 2003 annual meeting, and directors initially designated as Class III
directors shall serve for a term ending on the date of the year 2004 annual
meeting. Notwithstanding the foregoing, each director shall hold office until
such director's successor shall have been duly elected and qualified or until
the earlier of such director's death, resignation or removal. In the event of
any change in the number of directors, the Board of Directors shall apportion
any newly created directorship among, or reduce the number of directorships in,
such class or classes as shall equalize, as nearly as possible, the number of
directors in each class. In no event will a decrease in the number of directors
shorten the term of any director.
 
          (iii) The names and mailing addresses of the persons who are to serve
initially as directors of each class are:
 
           NAME                  MAILING ADDRESS
 
Class I    Leslie H. Cross       c/o dj Orthopedics, Inc.
                                 2985 Scott Street
                                 Vista, California 92083
 
Class II   Charles T. Orsatti    c/o JP Morgan Fairfield Partners
                                 1100 Cleveland Street
                                 Suite 900D
                                 Clearwater, Florida 83755
 
Class III  Mitchell J. Blutt     c/o J.P. Morgan Partners
                                 1221 Avenue of the Americas
                                 New York, N.Y.  10020-1080
 
 
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          (iv) There shall be no cumulative voting in the election of directors.
Election of directors need not be by written ballot unless the by-laws of the
Corporation so provide.
 
          (v) Vacancies on the Board of Directors resulting from death,
resignation, removal or otherwise and newly created directorships resulting from
any increase in the number of directors may be filled solely by a majority of
the directors then in office (although less than a quorum) or by the sole
remaining director, and each director so elected shall hold office for a term
that shall coincide with the term of the Class to which such director shall have
been elected.
 
          (vi) No director may be removed from office by the stockholders except
for cause and with the affirmative vote of the holders of not less than 66 2/3 %
of the total voting power of all outstanding securities of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class.
 
          (vii) Notwithstanding the foregoing, whenever the holders of one or
more classes or series of Preferred Stock shall have the right, voting
separately as a class or series, to elect directors, the election, term of
office, filling of vacancies, removal and other features of such directorships
shall be governed by the terms of the resolution or resolutions adopted by the
Board of Directors pursuant to ARTICLE III applicable thereto, and such
directors so elected shall not be subject to the provisions of this ARTICLE IV
unless otherwise provided therein.
 
                                   ARTICLE V
 
     The Board of Directors shall have the power to adopt, amend or repeal the
by-laws of the Corporation by the majority vote of the directors then in office.
The stockholders may adopt, amend or repeal the by-laws only with the
affirmative vote of the holders of not less than 66 2/3 % of the total voting
power of all outstanding securities of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class.
 
                                   ARTICLE VI
 
     Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of stockholders at an
annual or special meeting duly noticed and called in accordance with Delaware
Law, as amended from time to time, and may not be taken by written consent of
stockholders without a meeting.
 
                                  ARTICLE VII
 
     Special meetings of the stockholders may be called by the Board of
Directors or the Chairman of the Board of Directors, the Chief Executive Officer
or the President of the Corporation and may not be called by any other person.
Notwithstanding the foregoing, whenever holders of one or more classes or series
of Preferred Stock shall have the right, voting
 
 
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separately as a class or series, to elect directors, such holders may call,
pursuant to the terms of the resolution or resolutions adopted by the Board of
Directors pursuant to ARTICLE III hereto, special meetings of holders of such
Preferred Stock.
 
                                  ARTICLE VIII
 
          (i) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, to the fullest extent permitted by Delaware Law.
 
          (ii) (a) Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, limited liability company, trust or
other enterprise, shall be indemnified and held harmless by the Corporation to
the fullest extent permitted by Delaware Law; PROVIDED, HOWEVER, that except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any such person (or the heirs, executors or
administrators of such person) in connection with any action, suit or proceeding
(or part thereof) initiated by such person unless such action, suit or
proceeding (or part thereof) was authorized or consented to by the Board of
Directors. The right to indemnification conferred in this ARTICLE VIII shall
also include the right to be paid by the Corporation the expenses incurred by
such indemnified person in connection with any such proceeding in advance of its
final disposition to the fullest extent authorized by Delaware Law. The right to
indemnification conferred in this ARTICLE VIII shall be a contract right.
 
               (b) The Corporation may, by action of its Board of Directors,
provide indemnification to such of the officers, employees and agents of the
Corporation and such other persons serving at the request of the Corporation as
officers, employees and agents of another corporation, partnership, joint
venture, limited liability company, trust or other enterprise to such extent as
is permitted by Delaware Law and the Board of Directors shall determine to be
appropriate.
 
          (iii) The Corporation shall have power to purchase and maintain
insurance on behalf of, and for the benefit of, any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, limited liability company,
trust or other enterprise against any expense, liability or loss incurred by
such person in any such capacity or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against such
liability under Delaware Law.
 
          (iv) The rights and authority conferred in this ARTICLE VIII shall not
be exclusive of any other right which any person may otherwise have or hereafter
acquire.
 
 
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          (v) Neither the amendment nor repeal of this ARTICLE VIII, nor the
adoption of any provision of this Certificate of Incorporation or the by-laws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE VIII
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.
 
                                   ARTICLE IX
 
     The Board of Directors is hereby authorized to create and issue, whether or
not in connection with the issuance and sale of any of its stock or other
securities or property, rights entitling the holders thereof to purchase from
the Corporation shares of stock or other securities of the Corporation or any
other corporation. The times at which and the terms upon which such rights are
to be issued shall be determined by the Board of Directors and set forth in the
contracts or instruments that evidence such rights. The authority of the Board
of Directors with respect to such rights shall include, but not be limited to,
determination of the following:
 
          (i) the initial purchase price per share or other unit of the stock or
     other securities or property to be purchased upon exercise of such rights;
 
          (ii) provisions relating to the times at which and the circumstances
     under which such rights may be exercised or sold or otherwise transferred,
     either together with or separately from, any other stock or other
     securities of the Corporation;
 
          (iii) provisions which adjust the number or exercise price of such
     rights, or amount or nature of the stock or other securities or property
     receivable upon exercise of such rights, in the event of a combination,
     split or recapitalization of any stock of the Corporation, a change in
     ownership of the Corporation's stock or other securities or a
     reorganization, merger, consolidation, sale of assets or other occurrence
     relating to the Corporation or any stock of the Corporation, and provisions
     restricting the ability of the Corporation to enter into any such
     transaction absent an assumption by the other party or parties thereof of
     the obligations of the Corporation under such rights;
 
          (iv) provisions which deny the holder of a specified percentage of the
     outstanding stock or other securities of the Corporation the right to
     exercise such rights and/or cause the rights held by such holder to become
     void;
 
          (v) provisions which permit the Corporation to redeem such rights; and
 
          (vi) the appointment of a rights agent with respect to such rights.
 
                                   ARTICLE X
 
     The address of the Corporation's registered office in the State of Delaware
is 9 East Loockerman Street, City of Dover, County of Kent, 19901. The
Corporation's registered agent at such address is National Registered Agents,
Inc.
 
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                                   ARTICLE XI
 
     Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers or trustees in dissolution appointed for the
Corporation under the provisions of Delaware Law, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
matter as the said court directs. If a majority in number representing
three-fourths (3/4ths) in value of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the Corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization of the
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
 
                                  ARTICLE XII
 
     The Corporation reserves the right to amend this Certificate of
Incorporation in any manner permitted by the Delaware Law and all rights and
powers conferred upon stockholders, directors and officers herein are granted
subject to this reservation. Notwithstanding the foregoing, the provisions set
forth in ARTICLES IV, V, VI, VII, VIII and IX and this ARTICLE XII may not be
repealed or amended in any respect, and no other provision may be adopted,
amended or repealed which would have the effect of modifying or permitting the
circumvention of the provisions set forth in ARTICLES IV, V, VI, VII, VIII and
IX and this ARTICLE XII unless such action is approved by the affirmative vote
of the holders of not less than 66 2/3 % of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class.
 
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