THERAGENICS CORP
EXECUTIVE A
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>bjam902.htm
<DESCRIPTION>EXECUTIVE A
<TEXT>
<HTML>
<HEAD><TITLE>Executive Employment Agreement for James MacLennan</TITLE></HEAD>
<BODY>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXECUTIVE
EMPLOYMENT AGREEMENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
amended employee employment agreement (the &#147;Amended Employment
Agreement&#148;) is made as of the 24th day of July, 2002, between THERAGENICS
CORPORATION, a Delaware Corporation (the &#147;Company&#148;) and JAMES
MACLENNAN (the &#147;Employee&#148;). </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INTRODUCTION</FONT></H1>

<h1><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company and the Employee desire to enter into an employment
agreement embodying the terms and conditions of the Employee's employment.</FONT></H1>

<h1><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NOW THEREFORE, the parties agree as follows:</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. Definitions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
&#147;<U>Affiliate</U>&#148; means any person, firm, corporation, partnership,
association or entity that, directly or indirectly or through one or more
intermediaries, controls, is controlled by or is under common control with the
Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
&#147;<U>Applicable Period</U>&#148; means the period of the Employee&#146;s
employment hereunder and for two (2) years after termination of his employment
with the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&#147;
      <U>"Area"</U>&#148; means the United States.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&#147;<U>Board of
Directors</U>&#148; means the Board of Directors of the Company</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
&#147;<U>Business of the Company</U>&#148; means any business that involves the
manufacture, production, sale, marketing, promotion, exploitation, development
and distribution of palladium-103 or temporary or permanently implantable
devices for use in the treatment of cancer, restenosis or macular degeneration. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
&#147;<U>Cause</U>&#148; means the occurrence of any of the following events:
(i)&#160;willful and continued failure (other than such failure resulting from
his incapacity during physical or mental illness) by the Employee to
substantially perform his duties with the Company or an Affiliate; (ii) conduct
by the Employee that amounts to willful misconduct or gross negligence;
(iii)&#160;any act by the Employee of fraud, misappropriation, dishonesty or
embezzlement against the Company or an Affiliate; (iv)&#160;commission by the
Employee of a felony or any other crime involving dishonesty; (v)&#160;illegal
use by the Employee of alcohol or drugs; or (vi) a material breach of the
Agreement by the Employee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
&#147;<u>Change in Control</u>&#148; means</FONT></P>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the corporation where such acquisition causes such person to own
thirty-five percent (35%) or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the &#147;Outstanding Company Voting Securities&#148;);
provided, however, that for purposes of this Subsection (1), the following
acquisitions shall not be deemed to result in a Change of Control: (i) any
acquisition directly from the Company, (ii)&#160;any acquisition by the Company,
(iii)&#160;any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (iv)&#160;any acquisition by any corporation pursuant to a
transaction that complies with clauses (i), (ii) and (iii) of Subsection (3)
below; and provided, further, that if any Person&#146;s beneficial ownership of
the Outstanding Company Voting Securities reaches or exceeds thirty-five percent
(35%) as a result of a transaction described in clause (i) or (ii) above, and
such Person subsequently acquires beneficial ownership of additional voting
securities of the Company, such subsequent acquisition shall be treated as an
acquisition that causes such Person to own thirty-five percent (35%) or more of
the Outstanding Company Voting Securities; or </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
individuals who as of the date hereof, constitute the Board of Directors (the
&#147;Incumbent Board&#148;) cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company&#146;s shareholders, was approved by a vote of at
least two-thirds of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors; or </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
the approval by the shareholders of the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (&#147;Business Combination&#148;) or, if consummation of
such Business Combination is subject, at the time of such approval by
shareholders, to the consent of any government or governmental agency, the
obtaining of such consent (either explicitly or implicitly by consummation);
excluding, however, such a Business Combination pursuant to which (i) all or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that as a result of such transaction owns the Company or all or
substantially all of the Company&#146;s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Voting
Securities, (ii)&#160;no Person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, thirty-five percent
(35%) or more of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and
(iii)&#160;at least a majority of the members of the Board of Directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)
     approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Notwithstanding the
foregoing, no Change of Control shall be deemed to have occurred for purposes of
this Agreement by reason of any actions or events in which the Employee
participates in a capacity other than in his capacity as Employee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)
&#147;<U>Company Invention</U>&#148; means any Invention which is conceived by
the Employee alone or in a joint effort with others during the period of the
Employee&#146;s employment hereunder which (i)&#160;may be reasonably expected
to be used in a product of the Company, or a product similar to a Company
product, (ii) results from work that the Employee has been assigned as part of
his duties as an employee of the Company, (iii) is in an area of technology
which is the same or substantially related to the areas of technology with which
the Employee is involved in the performance of his duties as an employee of the
Company, or (iv) is useful, or which the Employee reasonably expects may be
useful, in any manufacturing or product design process of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
&#147;<U>Competing Business</U>&#148; means any person, firm, corporation, joint
venture or other business entity which is engaged in the Business of the Company
(or any aspect thereof) within the Area. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)
&#147;<U>Confidential Information</U>&#148; means data and information relating
to the business of the Company (which does not rise to the status of a Trade
Secret) which is or has been disclosed to the Employee or of which the Employee
became aware as a consequence of or through his relationship to the Company and
which has value to the Company and is not generally known to its competitors.
Confidential Information shall not include any data or information that has been
voluntarily disclosed to the public by the Company (except where such public
disclosure has been made by the Employee without authorization) or that has been
independently developed and disclosed by others, or that otherwise enters the
public domain through lawful means. The provisions in this Agreement restricting
the use of Confidential Information shall survive for a period of two (2) years
following termination of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)
&#147;<U>Disability</U>&#148; means the inability of the Employee to perform any
of his duties hereunder due to a physical, mental, or emotional impairment, as
determined by an independent qualified physician (who may be engaged by the
Company), for a ninety (90) consecutive day period or for an aggregate of one
hundred eighty (180) days during any three hundred sixty-five (365) day period. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)
&#147;<U>Good Reason</U>&#148; means the occurrence of any of the following
events which is not corrected by the Company within thirty (30) days after the
Employee&#146;s written notice to the Company of the same: (i)&#160;the nature
of the Employee&#146;s duties or the scope of his responsibilities are
materially modified without the Employee&#146;s written consent, (ii) the
Employee is required to report to a different position without the
Employee&#146;s written consent, (iii)&#160;the Company changes the location of
the Employee&#146;s place of employment to more than fifty (50) miles from its
present location, or (iv) a material breach of this Agreement by the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)
&#147;<U>Invention</U>&#148; means any discovery, whether or not patentable,
including, but not limited to, any useful process, method, formula, technique,
machine, manufacture, composition of matter, algorithm or computer program, as
well as improvements thereto, which is new or which the Employee has a
reasonable basis to believe may be new. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)
&#147;<U>Public Offering</U>&#148; means the offering or sale by the Company of
equity securities pursuant to a registration statement filed in accordance with
the Securities Act of 1933, as amended, or any comparable law then in effect,
and the effective date of any such Public Offering shall be the first day on
which the securities covered thereby may lawfully be offered and sold pursuant
to such registration statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)
&#147;<U>Termination Date</U>&#148; means the date which corresponds to the
first to occur of (i) the death or Disability of the Employee, (ii) the last day
of the Term as provided in Section 4(a) below or (iii) the date set forth in a
notice given pursuant to Section 4(b) below. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)
&#147;<U>Trade Secrets</U>&#148; means information including, but not limited
to, technical or nontechnical data, formulas, patterns, compilations, programs,
devices, methods, techniques, drawings, processes, financial data, financial
plans, product plans or lists of actual or potential customers or suppliers
which (i)&#160;derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use, and
(ii)&#160;is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy. The provisions in this Agreement restricting the use of
Trade Secrets shall survive termination of this Agreement for so long as is
permitted by the Georgia Trade Secrets Act of 1990, O.C.G.A. &#167;&#167;
10-1-760-10-1-767. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)
&#147;<U>Work</U>&#148; means a copyrightable work of authorship, including
without limitation, any technical descriptions for products, user&#146;s guides,
illustrations, advertising materials, computer programs (including the contents
of read only memories) and any contribution to such materials. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.<U>Terms and
Conditions of Employment.</U></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Employment</U>. The Company hereby employs the Employee as its Chief
Financial Officer and Treasurer and the Employee accepts such employment with
the Company in such capacity. The Employee shall report to the Chief Executive
Officer of the Company and shall have such authority and responsibilities and
perform such duties as shall reasonably be assigned to the Employee from time to
time by the Chief Executive Officer. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Exclusivity</U>. Throughout the Employee&#146;s employment hereunder, the
Employee shall devote substantially all the Employee&#146;s time, energy and
skill during regular business hours to the performance of the duties of the
Employee&#146;s employment (vacations and reasonable absences due to illness
excepted), shall faithfully and industriously perform such duties, and shall
diligently follow and implement all management policies and decisions of the
Company. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>3.<u>
Compensation.</u></b></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Base Salary</U>. In consideration for the Employee&#146;s services hereunder,
the Company shall pay to the Employee an annual base salary in the amount of
$250,000 initially. The Employee&#146;s annual base salary shall be reviewed at
least annually by the Company, and the Company may increase the Employee&#146;s
annual base salary from time to time. The Company shall pay annual base salary
in accordance with the normal payroll payment practices of the Company and
subject to such deductions and withholdings as law or policies of the Company,
from time to time in effect, require. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Bonus</U>. The Employee shall be entitled to a one-time bonus of $25,000
payable in December 2002. For any year thereafter, the Employee shall be
entitled to discretionary annual bonuses. The maximum annual bonus shall be
equal to 20% of the Employee&#146;s annual base salary. The actual amount of
bonus paid annually will be determined by the Chief Executive Officer of the
Company based on her respective evaluation of the Employee&#146;s performance.
However, in the event that the Company adopts a bonus program that applies to a
category of employees which includes Employee, such program will apply for the
Employee, in lieu of, and notwithstanding the provisions of this Subsection (b). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Stock Based
Compensation</U>. Stock options or other stock-based compensation will be
recommended for the Employee at the discretion of the Chief Executive Officer
and awarded to the Employee at the discretion of the Board of Directors, or a
committee thereof, and pursuant to the Company&#146;s stock incentive plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Vacation</U>. The
Employee shall be entitled to vacation in accordance with Company policy, but in
any event the Employee shall be entitled to no less than four weeks of vacation
per year. Vacation shall be taken at times mutually convenient to the Company
and the Employee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Automobile</U>. The
Company will provide the Employee with the use of a Company-owned leased vehicle
or, in the alternative, the Company may choose to provide the Employee with a
car allowance of at least $400 per month, net of federal, state and social
security taxes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)<U>Memberships.</U>
The Company will  reimburse  the  Employee for one  professional  and one club  membership  which has a business
related purpose and is approved by the Company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>Licenses</U>. The
Company will reimburse the Employee for the costs associated with keeping in
full force the professional licenses he possessed prior to this contract,
provided that the licenses have a business-related purpose. This benefit shall
include two (2) trips per year to attend professional meetings necessary for
maintaining the licenses and credentials. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)<U>Financial,
Tax and Estate Planning.</U>  The Company will  reimburse the Employee for the cost of personal  financial,  tax, and
estate planning and services in an amount not to exceed $4000 per year from the date hereof.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
<U>Annual Physical.</U>
The Company will pay the expenses associated with an annual physical examination for the Employee.</FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <U>Life Insurance</U>.
During the term of this Agreement, the Company will provide the Employee with
term life insurance coverage in accordance with its group term life insurance
program. Subject to the availability of supplemental coverage under the terms of
the Company&#146;s program, the Company will reimburse the Employee for the cost
of premiums under its group term life insurance program for additional optional
coverage up to the lesser of an additional $200,000 death benefit or an
aggregate death benefit up to $450,000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <U>Expenses</U>. The
Employee shall be entitled to be reimbursed in accordance with the policies of
the Company, as adopted and amended from time to time, for all reasonable and
necessary expenses incurred by the Employee in connection with the performance
of the Employee&#146;s duties of employment hereunder; provided, however, the
Employee shall, as a condition of such reimbursement, submit verification of the
nature and amount of such expenses in accordance with the reimbursement policies
from time to time adopted by the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <U>Benefits</U>. In
addition to the benefits payable to the Employee specifically described herein,
the Employee shall be entitled to such benefits as generally may be made
available to Employees of the Company from time to time; provided, however, that
nothing contained herein shall require the establishment or continuation of any
particular plan or program. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>4. <U>Term,
Termination and Termination Payments.</U></B></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Term</U>. The term of this Agreement (the &#147;Term&#148;) shall commence as
of the date of this Agreement (the &#147;Commencement Date&#148;) and shall
expire on the third (3<SUP>rd</SUP>) anniversary of the Commencement Date with
automatic extensions for successive additional one-year terms, as provided
herein. Ninety (90) days before the end of the second (2<SUP>nd</SUP>) year and
ninety (90) days before the end of each year thereafter, the Agreement is
extended for an additional one year period unless either party gives prior
notice of termination. In the event prior notice of termination is given, this
Agreement shall terminate at the end of the remaining Term then in effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Termination</U>. This Agreement and the Employee&#146;s employment by the
Company hereunder may only be terminated before expiration of the Term
(i)&#160;by mutual agreement of the Employee and the Company; (ii)&#160;by the
Employee with Good Reason upon not less than two (2) weeks written prior notice
to the Company; (iii) by the Employee without Good Reason upon not less than
thirty (30) days written prior notice to the Company (iv)&#160;by the Company
without Cause; (v)&#160;by the Company for Cause, or (vi) by the Company or the
Employee due to the Disability of the Employee. This Agreement shall also
terminate immediately upon the death of the Employee. Notice of termination by
either the Company or the Employee shall be given in writing and shall specify
the basis for termination and the effective date of termination. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Effect of Termination</U>. Upon termination of this Agreement and the
Employee&#146;s employment hereunder, the Company shall have no further
obligation to the Employee or the Employee&#146;s estate with respect to this
Agreement, except for payment of salary and bonus amounts, if any, accrued
pursuant to Section 3(a) or 3(b) hereof and unpaid at the Termination Date, and
termination payments, if any, set forth in Section 4(e) or 4(f) hereof, as
applicable, subject to the provisions of Section 11 hereof. Neither Section 4(e)
nor 4(f) applies to a termination due to the Employee&#146;s Disability or
death. Nothing contained herein shall limit or impinge any other rights or
remedies of the Company or the Employee under any other agreement or plan to
which the Employee is a party or of which the Employee is a beneficiary. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<U>Survival</U>. The covenants of the Employee in Sections 5, 6, 7, 8 and 9
hereof shall survive the termination of this Agreement and the Employee&#146;s
employment hereunder and shall not be extinguished thereby. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
<U>Certain Terminations not in Connection with a Change in Control</U>. Upon
termination of the Employee&#146;s employment by the Company without Cause or by
the Employee for Good Reason, the Company shall be obligated to pay the Employee
his annual base salary at the time of termination of employment for two (2)
years after termination of employment. Payments made under this Section 4(e)
shall be paid as a salary continuation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
<U>Certain Terminations in Connection with a Change in Control</U>. If, within
ninety (90) days preceding or within one year following a Change in Control,
either the Company terminates the Employee&#146;s employment without Cause or
the Employee terminates his Employment for any reason before notification by the
Company to the Employee that the Employee&#146;s Employment will be terminated
for Cause, the Company shall be obligated to pay the Employee an amount equal to
whichever of the following results in the Employee receiving a larger after-tax
amount: (i) three (3) times the Employee&#146;s annual base salary at the time
of termination of employment or (ii) if less than three times the
Employee&#146;s annual base salary at the time of termination of employment,
then the largest amount that could be paid to the Employee, which will not
result in a nondeductible &#147;parachute payment&#148; under Section 280G of
the Internal Revenue Code. Such amount shall be paid to the Employee ratably
over two (2) years following termination. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
Notwithstanding any other provision hereof, the Company&#146;s obligation to pay
the severance benefit set forth in Section 4(e) or 4(f), if applicable, will be
contingent upon the Employee executing and providing to the Company (and not
revoking within the revocation period, if any, provided pursuant to the
applicable release agreement) the form of release agreement attached hereto as
<U>Exhibit A</U>, <U>Exhibit B</U>, or <U>Exhibit C</U>, whichever is determined
by the Company to be appropriate. The Employee shall execute the release within
such period as is provided for in the applicable release agreement, following
the Company&#146;s provision of such release agreement to the Employee in
connection with the Employee&#146;s termination of employment. </FONT></P>

<B>5.       <U>Agreement Not to Compete and Not to Solicit Customers.</U></B>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Agreement Not to Compete</U>. The Employee agrees that commencing on the
Commencement Date and continuing through the Applicable Period, he will not
(except on behalf of or with the prior written consent of the Company, which
consent may be withheld in Company&#146;s sole discretion), within the Area,
either directly or indirectly, on the Employee&#146;s own behalf, or in the
service of or on behalf of others, engage in or provide services of a similar
type or nature as he performs for the Company to any Competing Business. For
purposes of this Section&#160;5, the Employee acknowledges and agrees that the
Business of the Company is conducted in the Area. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Agreement Not to Solicit Customers</U>. The Employee agrees that commencing
on the Commencement Date and continuing through the Applicable Period, he will
not, either directly or indirectly, on the Employee&#146;s own behalf or in the
service of or on behalf of others, solicit or divert, or attempt to solicit or
divert, to a Competing Business, any individual or entity which was an actual or
actively sought prospective client or customer of the Company and with whom the
Employee had material contact during the Employee&#146;s last two (2) years of
employment with the Company or about whom the Employee acquired Confidential
Information during the Employee&#146;s last two (2) years of employment with the
Company. </FONT></P>

<B>6.       <U>Agreement Not to Solicit Employees.</U></B>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Employee agrees that commencing on the Commencement Date and continuing through
the Applicable Period, he will not, either directly or indirectly, on the
Employee&#146;s own behalf or in the service of or on behalf of others, solicit,
divert or hire, or attempt to solicit, divert or hire, to any Competing Business
in the Area any person employed by the Company or an Affiliate with whom he has
had material contact during his employment, whether or not such employee is a
full-time employee or a temporary employee of the Company or an Affiliate and
whether or not such employment is pursuant to written agreement and whether or
not such employment is for a determined period or is at will. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>7.<U> Ownership
and Protection of Proprietary Information.</U></B></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Confidentiality</U>. All Confidential Information and Trade Secrets and all
physical embodiments thereof received or developed by the Employee while
employed by the Company are confidential to and are and will remain the sole and
exclusive property of the Company. Except to the extent necessary to perform the
duties assigned to him by the Company, the Employee will hold such Confidential
Information and Trade Secrets in trust and strictest confidence, and will not
use, reproduce, distribute, disclose or otherwise disseminate the Confidential
Information and Trade Secrets or any physical embodiments thereof and may in no
event take any action causing or fail to take the action necessary in order to
prevent, any Confidential Information and Trade Secrets disclosed to or
developed by the Employee to lose its character or cease to qualify as
Confidential Information or Trade Secrets. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Return of Company Property</U>. Upon request by the Company, and in any event
upon termination of the employment of the Employee with the Company for any
reason, as a prior condition to receiving any final compensation hereunder
(including payments pursuant to Section&#160;4(e) or 4(f) hereof), the Employee
will promptly deliver to the Company all property belonging to the Company,
including, without limitation, all Confidential Information and Trade Secrets
(and all embodiments thereof) then in the Employee&#146;s custody, control or
possession. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Survival</U>. The covenants of confidentiality set forth herein will apply on
and after the date hereof to any Confidential Information and Trade Secrets
disclosed by the Company or developed by the Employee prior to or after the date
hereof. The covenants restricting the use of Confidential Information will
continue and be maintained by the Employee for a period of two years following
the termination of this Agreement. The covenants restricting the use of Trade
Secrets will continue and be maintained by the Employee following termination of
this Agreement for so long as permitted by the Georgia Trade Secrets Act of
1990, O.C.G.A. &#167; 10-1-760, et seq. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>8. <U>Inventions.</U></b></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Company Inventions</U>. The Employee agrees that all Company Inventions
conceived or first reduced to practice by the Employee during the Term of this
Agreement, and all patent rights and copyrights to such Company Inventions shall
become and remain the property of the Company, and the Employee hereby
irrevocably assigns to the Company all of his rights to all Company Inventions.
If the Employee conceives an Invention during the Term of this Agreement for
which there is a reasonable basis to believe that the conceived Invention is a
Company Invention, the Employee shall promptly provide a written description of
the conceived Invention to the Company adequate to allow evaluation thereof for
a determination by the Company as to whether the Invention is a Company
Invention. Notwithstanding the foregoing, the provisions of this Section 8(a)
shall not apply to any Invention that the Employee may develop without using the
Company&#146;s equipment, supplies, facilities, or trade secret information,
except for any Inventions that either (i) relate at the time of conception or
reduction to practice of the Invention to the Business of the Company, or to
actual or demonstrably anticipated research or development of the Company; or
(ii) result from any work performed by the Employee for the Company.&#160; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Prior Inventions</U>. If prior to the Commencement Date the Employee
conceived any Invention or acquired any ownership interest in any Invention
which (i)&#160;is the property of the Employee, or of which the Employee is a
joint owner with another person or entity, (ii)&#160;is not described in any
issued patent as of the Commencement Date, and (iii)&#160;would be a Company
Invention if such Invention were made during the Term of this Agreement, then
(A) with respect to any such Invention described in <U>Exhibit D</U> attached
hereto, the Employee hereby agrees that such written description (but no rights
to the Invention) is and shall remain the property of the Company and (B) with
respect to any such Invention not described in <U>Exhibit D</U> attached hereto,
the Employee hereby grants to the Company a nonexclusive, paid up, royalty-free
license to use and practice such Invention, including a license under all
patents to issue in any country which pertain to such Invention.&#160; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Prior Patents.</U>  The Employee represents to the Company that the Employee owns no patents or copyrights,  individually
or jointly with others, except those described in <U>Exhibit D</U> attached hereto.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<U>Patent Applications</U>. The Employee agrees that should the Company elect to
file an application for patent protection, either in the United States or in any
foreign country, on a Company Invention of which the Employee was an inventor,
the Employee will execute all necessary truthful papers, including formal
assignments to the Company relating to such patent applications. The Employee
further agrees to cooperate with any attorneys or other persons designated by
the Company by explaining the nature of any Company Invention for which the
Company elects to file an application for patent protection, reviewing
applications and other papers and providing any other cooperation reasonably
required for orderly prosecution of such patent applications. Provided, however,
that if the Employee is required to provide such assistance after he has left
employment with the Company, the Company shall pay the Employee an hourly rate
for his assistance, which shall be determined by converting the Employee&#146;s
then current annual salary into an hourly rate of pay.&#160; The Company shall
be responsible for all expenses incurred for the preparation and prosecution of
all patent applications on Company Inventions filed by the Company.&#160; </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>9. <u>Copyrights.</u></b></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Ownership and Assignment</U>. The Employee acknowledges and agrees that any
Works created by the Employee in the course of his employment hereunder are
subject to the &#147;Work for Hire&#148; provisions contained in
Sections&#160;101 and&#160;201 of the United States Copyright Law, Title&#160;17
of the United States Code, and that all right, title and interest to copyrights
in all Works which have been or will be prepared by the Employee within the
scope of his employment hereunder shall be the property of the Company.&#160;
The Employee further acknowledges and agrees that, to the extent the provisions
of Title&#160;17 of the United States Code do not vest in the Company the
copyrights to any Works, the Employee will assign and hereby does assign to the
Company all right, title and interest to copyrights which the Employee may have
in such Works. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Registration</U>. The Employee agrees to disclose to the Company all Works
referred to in the immediately preceding paragraph and execute and deliver all
applications for registration, registrations, and other documents relating to
the copyrights to the Works and provide such additional assistance, as the
Company may deem necessary and desirable to secure the Company&#146;s title to
the copyrights in the Works.&#160; The Company shall be responsible for all
expenses incurred in connection with the registration of all such copyrights. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Prior Works.</U>  The Employee claims no ownership rights in any Works, except as described in <U>Exhibit D</U> attached hereto.
  </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>10. <U>Contracts
or Other Agreements with Former Employer or Business.</u></b></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Employee hereby represents and warrants that he is not subject to any employment
agreement or similar document, except as previously disclosed and delivered to
the Company, with a former employer or any business with which the Employee has
been associated, which on its face prohibits the Employee during a period of
time which extends through the Commencement Date from any of the following:
(i)&#160;competing with, or in any way participating in a business which
competes with the Employee&#146;s former employer or business;
(ii)&#160;soliciting personnel of such former employer or business to leave such
former employer&#146;s employment or to leave such business; or (iii) soliciting
customers of such former employer or business on behalf of another business. The
Employee hereby further represents and warrants that he has not executed any
agreement with any other party which, on its face, purports to require the
Employee to assign any Work or any Invention created, conceived or first reduced
to practice by the Employee during a period of time which extends through the
Commencement Date except as previously disclosed in writing to the Company. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>11.<u> Remedies.</U></B></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) The Employee agrees
that the covenants and agreements contained in Sections 5, 6, 7, 8 and 9 hereof
are of the essence of this Agreement; that each of such covenants is reasonable
and necessary to protect and preserve the interests and properties of the
Company and the Business of the Company; that the Company is engaged in and
throughout the Area in the Business of the Company; that the Employee has access
to and knowledge of the Company&#146;s business and financial plans; that
irreparable loss and damage will be suffered by the Company should the Employee
breach any of such covenants and agreements; that each of such covenants and
agreements is separate, distinct and severable not only from the other of such
covenants and agreements but also from the other and remaining provisions of
this Agreement; that the unenforceability of any such covenant or agreement
shall not affect the validity or enforceability of any other such covenant or
agreements or any other provision or provisions of this Agreement; and that, in
addition to other remedies available to it, the Company shall be entitled to
specific performance of this Agreement and to both temporary and permanent
injunctions to prevent a breach or contemplated breach by the Employee of any of
such covenants or agreements. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) In addition to any
other rights the Company may have pursuant to this Agreement, if Employee
engages in or provides managerial, supervisory, sales, marketing, financial,
management information, administrative or consulting services or assistance
(collectively &#147;Prohibited Services&#148;) to, or owns (other than ownership
of less than five percent (5%) of the outstanding voting securities of an entity
whose voting securities are traded on a national securities exchange or quoted
on the National Association of Securities Dealers, Inc. Automated Quotation
System) a beneficial or legal interest in, any Competing Business within the
Area during the Applicable Period, Employee will forfeit any amounts owed to
Employee under Section 4(e) or 4(f), as applicable, which have not been paid to
Employee by the Company and Employee shall immediately repay to the Company all
amounts previously paid to Employee pursuant to Section 4(e) or 4(f), as
applicable. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>12. No Set-Off.</B></U></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
existence of any claim, demand, action or cause of action by the Employee
against the Company, or any Affiliate of the Company, whether predicated upon
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of any of its rights hereunder. The existence of any claim,
demand, action or cause of action by the Company against the Employee, whether
predicated upon this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Employee of any of his rights hereunder. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>13. Notice.</B></U></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
notices, requests, demands and other communications required hereunder shall be
in writing and shall be deemed to have been duly given if delivered or if
mailed, by United States certified or registered mail, prepaid to the party to
which the same is directed at the following addresses (or at such other
addresses as shall be given in writing by the parties to one another): </FONT></P>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         If to the Company:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Theragenics Corporation<br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5203 Bristol Industrial Way<br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Atlanta, Georgia 30518<br>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attn:    Chief Executive Officer<br>

<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         If to the Employee:
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
James MacLennan<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<HR SIZE=1 NOSHADE WIDTH=15%><br>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<HR SIZE=1 NOSHADE WIDTH=15%>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Notices delivered in person
shall be effective on the date of delivery.&#160; Notices delivered by mail as
aforesaid shall be effective upon the third calendar day subsequent to the
postmark date hereof. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>14.<u>
Miscellaneous.</U></b></FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Assignment</U>.&#160; Neither this Agreement nor any right of the parties
hereunder may be assigned or delegated by any party hereto without the prior
written consent of the other party. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Waiver</U>.&#160; The waiver by the Company of any breach of this Agreement
by the Employee shall not be effective unless in writing, and no such waiver
shall constitute the waiver of the same or another breach on a subsequent
occasion. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Arbitration</U>.&#160; Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be adjudicated through binding
arbitration before a single arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (&#147;AAA&#148;) in
Atlanta, Georgia, with the Company bearing responsibility for the filing costs
charged by the AAA for such arbitration. However the provisions of this Section
will not prevent the Company from instituting an action in a court of law under
this Agreement for specific performance of this Agreement or temporary or
permanent injunctive relief as provided in Section 11 hereof. The parties hereto
agree that the exclusive venue for any such lawsuit will be Fulton County,
Georgia and the Employee consents to the exercise of personal jurisdiction by
the Superior Court of Fulton County for the purposes of such lawsuit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any party who desires to
submit a claim to arbitration in accordance with this Section shall file its
demand for arbitration with AAA within thirty (30) days of the event or incident
giving rise to the claim. A copy of said demand shall be served on the other
party in accordance with the notice provisions in Section 13 of this Agreement.
The parties agree that they shall attempt in good faith to select an arbitrator
by mutual agreement within twenty (20) days after the responding party&#146;s
receipt of the demand for arbitration. If the parties do not agree on the
selection of an arbitrator within that timeframe, the selection shall be made
pursuant to the rules from the panels of arbitrators maintained by the AAA. If
the Employee prevails in the dispute, the Company will pay and be financially
responsible for all costs, expenses, reasonable attorneys&#146; fees and
reasonable expenses of the arbitrator incurred by the Employee (or the
Employee&#146;s estate in the event of his death) in connection with the
dispute. Any award rendered by the arbitrator shall be accompanied by a written
opinion providing the reasons for the award. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By the Company:  ______<br>
By Employee:  ______</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The arbitrator&#146;s award
shall be final and non-appealable. Nothing in this Subsection shall prevent the
parties from settling any dispute or controversy by mutual agreement at any
time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (d)<u>      Applicable  Law.</U> This Agreement  shall be construed and enforced  under and in accordance
with the laws of the State of Georgia.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
<U>Entire Agreement</U>.&#160; This Agreement embodies the entire agreement of
the parties hereto relating to the subject matter hereof and supersedes all oral
agreements, and to the extent inconsistent with the terms hereof, all other
written agreements. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (f)      <u>Amendment.</U>  This Agreement may not be modified,  amended,
supplemented or terminated except by a written  instrument
executed by the parties hereto.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
<U>Severability</U>.&#160; Each of the covenants and agreements hereinabove
contained shall be deemed separate, severable and independent covenants, and in
the event that any covenant shall be declared invalid by any court of competent
jurisdiction, such invalidity shall not in any manner affect or impair the
validity or enforceability of any other part or provision of such covenant or of
any other covenant contained herein. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)      <u>Captions and Section Headings.</U>  Except as set forth in Section 1  hereof,  captions and section
headings used herein</FONT></P>

are for convenience only and are not a part of this Agreement and shall not be used in construing it.


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Company and the Employee have each executed and delivered
this Agreement as of the date first shown above. </FONT></P>

<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE COMPANY:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;</FONT></P>

<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THERAGENICS CORPORATION</FONT></P>

<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:<u>
/s/  M. Christine Jacobs&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font><br>

<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title:<u>
  Chairman, President and CEO
&nbsp;&nbsp;</u></FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ATTEST:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>&nbsp;&nbsp;Tracy Culver&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title:<u>&nbsp;&nbsp;Secretary and General Counsel;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;</u> </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[CORPORATE SEAL]</FONT></P>


 <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EMPLOYEE:<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By:<u>/s/James A. MacLennan</U></FONT></P>

</BODY>
</HTML>








</TEXT>
</DOCUMENT>
