Exhibit 10.25 

AMENDED EMPLOYEEEMPLOYMENT AGREEMENT 

This amended employee employmentagreement (the “Amended Employment Agreement”) is made as of the 6th day ofJune, 2001, between THERAGENICS CORPORATION, a Delaware Corporation (the“Company”) and TRACY M. CULVER (the “Employee”). 

INTRODUCTION 

The Company and the Employee areparties to that certain employment agreement dated February 2, 2001 (the “EmploymentAgreement”). The parties now desire to substitute the following Amended EmploymentAgreement for the Employment Agreement in its entirety: 

NOW THEREFORE, the parties agree as follows:

1.    Definitions 

(a)              “Affiliate” 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. 

(b)              “Applicable Period” means the period of the Employee’s          employment hereunder and for two (2) years after termination of her employment          with the Company. 

(c)              “Area” means the United States. 

(d)              “Board of Directors” means the Board of Directors of the          Company 

(e)              “Business of the Company” 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. 

(f)              “Cause” means the occurrence of any of the following events:          (i) willful and continued failure (other than such failure resulting from          her incapacity during physical or mental illness) by the Employee to          substantially perform her duties with the Company or an Affiliate; (ii) conduct          by the Employee that amounts to willful misconduct or gross negligence;          (iii) any act by the Employee of fraud, misappropriation, dishonesty or          embezzlement against the Company or an Affiliate; (iv) commission by the          Employee of a felony or any other crime involving dishonesty; (v) illegal          use by the Employee of alcohol or drugs; or (vi) a material breach of the          Agreement by the Employee. 

(g)              “Change in Control” means 

(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 “Exchange Act”)) (a “Person”) 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 “Outstanding Company Voting Securities”);          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) any acquisition by the Company,          (iii) 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) 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’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 

(2)              individuals who as of the date hereof, constitute the Board of Directors (the          “Incumbent Board”) 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’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 

(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 (“Business Combination”) 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’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) 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) 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 

(4)              approval by the shareholders of the Company of a complete liquidation or          dissolution of the Company. 

Notwithstanding the foregoing, noChange of Control shall be deemed to have occurred for purposes of this Agreement byreason of any actions or events in which the Employee participates in a capacity otherthan in her capacity as Employee. 

(h)              “Company Invention” means any Invention which is conceived by          the Employee alone or in a joint effort with others during the period of the          Employee’s employment hereunder which (i) 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          her 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 her 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. 

(i)              “Competing Business” 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. 

(j)              “Confidential Information” 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 her 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. 

(k)              “Disability” means the inability of the Employee to perform any          of her 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. 

(l)              “Good Reason” means the occurrence of any of the following          events which is not corrected by the Company within thirty (30) days after the          Employee’s written notice to the Company of the same: (i) the nature          of the Employee’s duties or the scope of her responsibilities are          materially modified without the Employee’s written consent, (ii) the          Employee is required to report to a different position without the          Employee’s written consent, (iii) the Company changes the location of          the Employee’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. 

(m)              “Invention” 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. 

(n)              “Public Offering” 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. 

(o)              “Termination Date” 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. 

(p)              “Trade Secrets” 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) 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) 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. §§          10-1-760-10-1-767. 

(q)              “Work” means a copyrightable work of authorship, including          without limitation, any technical descriptions for products, user’s guides,          illustrations, advertising materials, computer programs (including the contents          of read only memories) and any contribution to such materials. 

**2.     Terms and Conditionsof Employment.**

(a)              Employment. The Company hereby employs the Employee as its General          Counsel and the Employee accepts such employment with the Company in such          capacity. The Employee shall report to the Chief Executive Officer and Executive          Vice President 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 and Executive Vice President of the          Company. 

(b)              Exclusivity. Throughout the Employee’s employment hereunder, the          Employee shall devote substantially all the Employee’s time, energy and          skill during regular business hours to the performance of the duties of the          Employee’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. 

**3.     Compensation.**

(a)              Base Salary. In consideration for the Employee’s services hereunder,          the Company shall pay to the Employee an annual base salary in the amount of          $130,000 initially. The Employee’s annual base salary shall be reviewed at          least annually by the Company, and the Company may increase the Employee’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. 

(b)              Bonus. In addition to the annual base salary payable under Section 3(a)          hereof, the Employee shall be entitled to discretionary annual bonuses. The          maximum annual bonus shall be equal to 20% of the Employee’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’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). 

(c)              Stock Based Compensation. 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’s stock incentive plan. 

(d)              Vacation. 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          two weeks of vacation per year. Vacation shall be taken at times mutually          convenient to the Company and the Employee. 

(e)              Memberships. The Company will reimburse the Employee for one professional          membership which has a business related purpose and is approved by the Company. 

(f)              Licenses. The Company will reimburse the Employee for the costs          associated with keeping in full force the professional licenses she 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. 

(g)              Financial, Tax and Estate Planning. The Company will reimburse the          Employee for the cost of personal financial, tax, and estate planning and          services in an amount not to exceed $1000 per year from the date hereof. 

(h)              Annual Physical. The Company will pay the expenses associated with an          annual physical examination for the Employee. 

(i)              Life Insurance. 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’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. 

(j)              Expenses. 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’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. 

(k)              Benefits. 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. 

**4.              Term, Termination and Termination Payments.**

(a)              Term. The term of this Agreement (the “Term”) shall commence as          of the date of this Agreement (the “Commencement Date”) and shall          expire on the third (3rd) 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 (2nd) 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. 

(b)              Termination. This Agreement and the Employee’s employment by the          Company hereunder may only be terminated before expiration of the Term          (i) by mutual agreement of the Employee and the Company; (ii) 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) by the Company          without Cause; (v) 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. 

(c)              Effect of Termination. Upon termination of this Agreement and the          Employee’s employment hereunder, the Company shall have no further          obligation to the Employee or the Employee’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’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. 

(d)              Survival. The covenants of the Employee in Sections 5, 6, 7, 8 and 9          hereof shall survive the termination of this Agreement and the Employee’s          employment hereunder and shall not be extinguished thereby. 

(e)              Certain Terminations not in Connection with a Change in Control. Upon          termination of the Employee’s employment by the Company without Cause or by          the Employee for Good Reason, the Company shall be obligated to pay the Employee          her annual base salary at the time of termination of employment for one (1) year          after termination of employment. Payments made under this Section 4(e) shall be          paid as a salary continuation. 

(f)              Certain Terminations in Connection with a Change in Control. If, within          ninety (90) days preceding or within one year following a Change in Control,          either the Company terminates the Employee’s employment without Cause or          the Employee terminates her Employment for any reason before notification by the          Company to the Employee that the Employee’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) two (2) times the Employee’s annual base salary at the time of          termination of employment or (ii) if less than two times the Employee’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 “parachute payment” under Section 280G of the Internal          Revenue Code. Such amount shall be paid to the Employee ratably over two (2)          years following termination. 

(g)              Notwithstanding any other provision hereof, the Company’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          Exhibit A, Exhibit B, or Exhibit C, 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’s provision of such release agreement to the Employee in          connection with the Employee’s termination of employment. 

**5.**              **Agreement Not to Compete and Not to Solicit Customers**. 

(a)              Agreement Not to Compete. The Employee agrees that commencing on the          Commencement Date and continuing through the Applicable Period, she will not          (except on behalf of or with the prior written consent of the Company, which          consent may be withheld in Company’s sole discretion), within the Area,          either directly or indirectly, on the Employee’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 she performs for the Company to any Competing Business. For          purposes of this Section 5, the Employee acknowledges and agrees that the          Business of the Company is conducted in the Area. 

(b)              Agreement Not to Solicit Customers. The Employee agrees that commencing          on the Commencement Date and continuing through the Applicable Period, she will          not, either directly or indirectly, on the Employee’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’s last two (2) years of          employment with the Company or about whom the Employee acquired Confidential          Information during the Employee’s last two (2) years of employment with the          Company. 

**6.**              **Agreement Not to Solicit Employees**. 

The Employee agrees that commencingon the Commencement Date and continuing through the Applicable Period, she will not,either directly or indirectly, on the Employee’s own behalf or in the service of oron behalf of others, solicit, divert or hire, or attempt to solicit, divert or hire, toany Competing Business in the Area any person employed by the Company or an Affiliate withwhom she has had material contact during her employment, whether or not such employee is afull-time employee or a temporary employee of the Company or an Affiliate and whether ornot such employment is pursuant to written agreement and whether or not such employment isfor a determined period or is at will. 

7.     **Ownership andProtection of Proprietary Information.**

(a)              Confidentiality. 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 her 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. 

(b)              Return of Company Property. 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 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’s custody, control or          possession. 

(c)              Survival. 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. § 10-1-760, et seq. 

**8.     Inventions.**

(a)              Company Inventions. 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’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.  

(b)              Prior Inventions. If prior to the Commencement Date the Employee          conceived any Invention or acquired any ownership interest in any Invention          which (i) is the property of the Employee, or of which the Employee is a          joint owner with another person or entity, (ii) is not described in any          issued patent as of the Commencement Date, and (iii) 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 Exhibit D 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 Exhibit D 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.  

(c)              Prior Patents. The Employee represents to the Company that the Employee          owns no patents or copyrights, individually or jointly with others, except those          described in Exhibit D attached hereto. 

(d)              Patent Applications. 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 she has left          employment with the Company, the Company shall pay the Employee an hourly rate          for her assistance, which shall be determined by converting the Employee’s          then current annual salary into an hourly rate of pay.  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.  

**9.     Copyrights.**

(a)              Ownership and Assignment. The Employee acknowledges and agrees that any          Works created by the Employee in the course of her employment hereunder are          subject to the “Work for Hire” provisions contained in          Sections 101 and 201 of the United States Copyright Law, Title 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 her employment hereunder shall be the property of the Company.           The Employee further acknowledges and agrees that, to the extent the provisions          of Title 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. 

(b)              Registration. 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’s title to          the copyrights in the Works.  The Company shall be responsible for all          expenses incurred in connection with the registration of all such copyrights. 

(c)              Prior Works. The Employee claims no ownership rights in any Works, except          as described in Exhibit D attached hereto. 

10.     **Contracts or Other Agreements with Former Employer or Business.**

The Employee hereby represents andwarrants that she is not subject to any employment agreement or similar document, exceptas previously disclosed and delivered to the Company, with a former employer or anybusiness with which the Employee has been associated, which on its face prohibits theEmployee during a period of time which extends through the Commencement Date from any ofthe following: (i) competing with, or in any way participating in a business whichcompetes with the Employee’s former employer or business; (ii) solicitingpersonnel of such former employer or business to leave such former employer’semployment or to leave such business; or (iii) soliciting customers of such formeremployer or business on behalf of another business. The Employee hereby further representsand warrants that she has not executed any agreement with any other party which, on itsface, 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 whichextends through the Commencement Date except as previously disclosed in writing to theCompany. 

**11.**              **Remedies.**

(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’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. 

(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 “Prohibited Services”) 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. 

**12.**              **No Set-Off.**

The existence of any claim, demand,action or cause of action by the Employee against the Company, or any Affiliate of theCompany, whether predicated upon this Agreement or otherwise, shall not constitute adefense to the enforcement by the Company of any of its rights hereunder. The existence ofany claim, demand, action or cause of action by the Company against the Employee, whetherpredicated upon this Agreement or otherwise, shall not constitute a defense to theenforcement by the Employee of any of his rights hereunder. 

**13.     Notice.**

All notices, requests, demands andother communications required hereunder shall be in writing and shall be deemed to havebeen 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 suchother addresses as shall be given in writing by the parties to one another): 

Notices delivered in person shall beeffective on the date of delivery.  Notices delivered by mail as aforesaid shall beeffective upon the third calendar day subsequent to the postmark date hereof. 

**14.     Miscellaneous.**

(a)              Assignment.  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. 

(b)              Waiver.  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. 

(c)              Arbitration.  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 (“AAA”) 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. 

Any party who desires to submit aclaim to arbitration in accordance with this Section shall file its demand for arbitrationwith AAA within thirty (30) days of the event or incident giving rise to the claim. A copyof said demand shall be served on the other party in accordance with the notice provisionsin Section 13 of this Agreement. The parties agree that they shall attempt in good faithto select an arbitrator by mutual agreement within twenty (20) days after the respondingparty’s receipt of the demand for arbitration. If the parties do not agree on theselection of an arbitrator within that timeframe, the selection shall be made pursuant tothe rules from the panels of arbitrators maintained by the AAA. If the Employee prevailsin the dispute, the Company will pay and be financially responsible for all costs,expenses, reasonable attorneys’ fees and reasonable expenses of the arbitratorincurred by the Employee (or the Employee’s estate in the event of his death) inconnection with the dispute. Any award rendered by the arbitrator shall be accompanied bya written opinion providing the reasons for the award. 

By the Company: CJ