<HTML>
<HEAD>
<TITLE>STOCK INCENTIVE PLAN FOR YEAR 2000</TITLE>
</HEAD>
<BODY>


<H1 ALIGN=CENTER><FONT SIZE=3>THERAGENICS CORPORATION</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>2000 STOCK INCENTIVE PLAN</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>TABLE OF CONTENTS</FONT></H1>

                                                                                                               Page
<PRE>

SECTION I.  DEFINITIONS..........................................................................................72
   1.1     Definitions...........................................................................................72


SECTION 2  THE STOCK INCENTIVE PLAN..............................................................................75
   2.1     Purpose of the Plan...................................................................................75
   2.2     Stock Subject to the Plan.............................................................................75
   2.3     Administration of the Plan............................................................................75
   2.4     Eligibility and Limits................................................................................75


SECTION 3  TERMS OF STOCK INCENTIVES.............................................................................76
   3.1     Terms and Conditions of All Stock Incentives..........................................................76
   3.2     Terms and Conditions of Options.......................................................................77
           (a)    Option Price...................................................................................77
           (b)    Option Term....................................................................................77
           (c)    Payment........................................................................................77
           (d)    Conditions to the Exercise of an Option........................................................78
           (e)    Termination of Incentive Stock Option..........................................................78
           (f)    Special Provisions for Certain Substitute Options..............................................78
   3.3     Terms and Conditions of Stock Appreciation Rights.....................................................79
           (a)    Settlement.....................................................................................79
           (b)    Conditions to Exercise.........................................................................79
   3.4     Terms and Conditions of Stock Awards..................................................................79
   3.5     Terms and Conditions of Dividend Equivalent Rights....................................................79
           (a)    Payment........................................................................................80
           (b)    Conditions to Payment..........................................................................80
   3.6     Terms and Conditions of Performance Unit Awards.......................................................80
           (a)    Payment........................................................................................80
           (b)    Conditions to Payment..........................................................................80
   3.7     Terms and Conditions of Phantom Shares................................................................80
           (a)    Payment........................................................................................81
           (b)    Conditions to Payment..........................................................................81
   3.8     Treatment of Awards Upon Termination of Employment....................................................81


SECTION 4  RESTRICTIONS ON STOCK.................................................................................81
   4.1     Escrow of Shares......................................................................................81
   4.2     Restrictions on Transfer..............................................................................82


SECTION 5  GENERAL PROVISIONS....................................................................................82
   5.1     Withholding...........................................................................................82
   5.2     Changes in Capitalization; Merger; Liquidation........................................................82
   5.3     Cash Awards...........................................................................................83
   5.4     Compliance with Code..................................................................................83
   5.5     Right to Terminate Employment.........................................................................83
   5.6     Non-Alienation of Benefits............................................................................84
   5.7     Restrictions on Delivery and Sale of Shares; Legends..................................................84
   5.8     Listing and Legal Compliance..........................................................................84
   5.9     Termination and Amendment of the Plan.................................................................84
   5.10    Stockholder Approval..................................................................................84
   5.11    Choice of Law.........................................................................................85
   5.12    Effective Date of Plan................................................................................85

</PRE>
<PAGE>




<H1 ALIGN=CENTER><FONT SIZE=3>THERAGENICS CORPORATION</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>2000 STOCK INCENTIVE PLAN</FONT></H1>

                                                        SECTION I. DEFINITIONS

<P><FONT SIZE=3>1.1 Definitions. Whenever used herein, the masculine pronoun
will be deemed to include the feminine, and the singular to include the plural,
unless the context clearly indicates otherwise, and the following capitalized
words and phrases are used herein with the meaning thereafter ascribed: </FONT></P>

                  (a)      "Affiliate" means:

                              (1)       an entity that directly or through one or more intermediaries controls, is controlled by, or
                  is under common control with, the Company, as determined by the Company, and

                           (2)      any entity in which the Company has a significant equity interest, as determined by the Company.

                  (b)      "Board of Directors" means the board of directors of the Company.

                  (c)      "Code" means the Internal Revenue Code of 1986, as amended.

<P><FONT SIZE=3>(d) “Committee” means the committee appointed by the
Board of Directors to administer the Plan. The Board of Directors shall consider
the advisability of whether the members of the Committee shall consist solely of
at least two members of the Board of Directors who are both “outside
directors” as defined in Treas. Reg. § 1.162-27(e) as promulgated by
the Internal Revenue Service and “non-employee directors” as defined
in Rule 16b-3(b)(3) as promulgated under the Exchange Act. If the Committee has
not been appointed, the Board of Directors in their entirety shall constitute
the Committee. </FONT></P>

                  (e)      "Company" means Theragenics Corporation, a Delaware corporation.

<P><FONT SIZE=3>(f) “Disability” has the same meaning as provided in
the long-term disability plan or policy maintained or, if applicable, most
recently maintained, by the Company or, if applicable, any Affiliate of the
Company for the Participant. If no long-term disability plan or policy was ever
maintained on behalf of the Participant or, if the determination of Disability
relates to an Incentive Stock Option, Disability means that condition described
in Code Section 22(e)(3), as amended from time to time. In the event of a
dispute, the determination of Disability will be made by the Committee and will
be supported by advice of a physician competent in the area to which such
Disability relates. </FONT></P>

                  (g)      "Dividend Equivalent Rights" means certain rights to receive cash payments as described in Section 3.5.

                  (h)      "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

         .........(i)      "Fair Market Value" with regard to a date means:

<P><FONT SIZE=3>(1) the price at which Stock shall have been sold on that date
or the last trading date prior to that date as reported by the national
securities exchange selected by the Committee on which the shares of Stock are
then actively traded or, if applicable, as reported by the NASDAQ Stock Market. </FONT></P>

<P><FONT SIZE=3>(2) if such market information is not published on a regular
basis, the price of Stock in the over-the-counter market on that date or the
last business day prior to that date as reported by the NASDAQ Stock Market or,
if not so reported, by a generally accepted reporting service. </FONT></P>

<P><FONT SIZE=3>(3) if Stock is not publicly traded, as determined in good faith
by the Committee with due consideration being given to (i) the most recent
independent appraisal of the Company, if such appraisal is not more than twelve
months old and (ii) the valuation methodology used in any such appraisal. </FONT></P>

<P><FONT SIZE=3>For purposes of Paragraphs (1), (2), or (3) above, the Committee
may use the closing price as of the applicable date, the average of the high and
low prices as of the applicable date or for a period certain ending on such
date, the price determined at the time the transaction is processed, the tender
offer price for shares of Stock, or any other method which the Committee
determines is reasonably indicative of the fair market value. </FONT></P>

<P><FONT SIZE=3>(j) “Incentive Stock Option” means an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code. </FONT></P>

                  (k)      "Option" means a non-qualified stock option or an Incentive Stock Option.

<P><FONT SIZE=3>(l) “Over 10% Owner” means an individual who at the
time an Incentive Stock Option is granted owns Stock possessing more than 10% of
the total combined voting power of the Company or one of its Subsidiaries,
determined by applying the attribution rules of Code Section 424(d). </FONT></P>

                  (m)      "Participant" means an individual who receives a Stock Incentive hereunder.

                  (n)      "Performance Unit Award" refers to a performance unit award as described in Section 3.6.

                  (o)      "Phantom Shares" refers to the rights described in Section 3.7.

                  (p)      "Plan" means the Theragenics Corporation 2000 Stock Incentive Plan.

                  (q)      "Stock" means Company's common stock, par value $.01.

                  (r)      "Stock Appreciation Right" means a stock appreciation right described in Section 3.3.

                  (s)      "Stock Award" means a stock award described in Section 3.4.

<P><FONT SIZE=3>(t) “Stock Incentive Agreement” means an agreement
between the Company and a Participant or other documentation evidencing an award
of a Stock Incentive. </FONT></P>

<P><FONT SIZE=3>(u) “Stock Incentive Program” means a written program
established by the Committee, pursuant to which Stock Incentives are awarded
under the Plan under uniform terms, conditions and restrictions set forth in
such written program. </FONT></P>

                  (v)      "Stock Incentives" means, collectively,  Dividend Equivalent Rights, Incentive Stock Options,  Non-Qualified
         Stock Options, Phantom Shares, Stock Appreciation Rights and Stock Awards.

<P><FONT SIZE=3>(w) “Subsidiary” means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if,
with respect to Incentive Stock Options, at the time of the granting of the
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain. A “Subsidiary” shall include any entity other than a
corporation to the extent permissible under Section 424(f) or regulations or
rulings thereunder. </FONT></P>

<P><FONT SIZE=3>(x) “Termination of Employment” means the termination
of the employee-employer relationship between a Participant and the Company and
its Affiliates, regardless of whether severance or similar payments are made to
the Participant for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability or retirement. The
Committee will, in its absolute discretion, determine the effect of all matters
and questions relating to a Termination of Employment, including, but not by way
of limitation, the question of whether a leave of absence constitutes a
Termination of Employment. </FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>SECTION 2 THE STOCK INCENTIVE PLAN</FONT></H1>

<P><FONT SIZE=3>2.1......Purpose of the Plan.  The Plan is intended to (a)
provide incentive to officers, key employee, directors and consultants of the
Company and its Affiliates to stimulate their efforts toward the continued
success of the Company and to operate and manage the business in a manner that
will provide for the long-term growth and profitability of the Company;
(b) encourage stock ownership by officers, key employees, directors and
consultants by providing them with a means to acquire a proprietary interest in
the Company, acquire shares of Stock, or to receive compensation which is based
upon appreciation in the value of Stock; and (c) provide a means of
obtaining, rewarding and retaining officers, key personnel, directors, and
consultants. </FONT></P>

<P><FONT SIZE=3>2.2......Stock Subject to the Plan.  Subject to adjustment
in accordance with Section 5.2, 1,000,000 shares of Stock (the
“Maximum Plan Shares”) are hereby reserved exclusively for issuance
pursuant to Stock Incentives. At such time as the Company becomes subject to
Section 16 of the Exchange Act, at no time may the Company have outstanding
under the Plan, Stock Incentives subject to Section 16 of the Exchange Act and
shares of Stock issued in respect of Stock Incentives under the Plan in excess
of the Maximum Plan Shares. The shares of Stock attributable to the nonvested,
unpaid, unexercised, unconverted or otherwise unsettled portion of any Stock
Incentive that is forfeited or cancelled or expires or terminates for any reason
without becoming vested, paid, exercised, converted or otherwise settled in full
will again be available for purposes of the Plan. </FONT></P>

<P><FONT SIZE=3>2.3......Administration of the Plan.  The Plan is
administered by the Committee.  The Committee has full authority in its
discretion to determine the officers and key employees of the Company or its
Affiliates to whom Stock Incentives will be granted and the terms and provisions
of Stock Incentives, subject to the Plan. Subject to the provisions of the Plan,
the Committee has full and conclusive authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the respective Stock Incentive Agreements
and to make all other determinations necessary or advisable for the proper
administration of the Plan.  The Committee’s determinations under the
Plan need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, awards under the Plan (whether or not such
persons are similarly situated).  The Committee’s decisions are final
and binding on all Participants. </FONT></P>

<P><FONT SIZE=3>2.4......Eligibility and Limits.  Stock Incentives may be
granted only to officers, and key employees, directors, and consultants of the
Company, or any Affiliate of the Company; provided, however, that an Incentive
Stock Option may only be granted to an employee of the Company or any
Subsidiary.  In the case of Incentive Stock Options, the aggregate Fair
Market Value (determined as at the date an Incentive Stock Option is granted) of
stock with respect to which stock options intended to meet the requirements of
Code Section 422 become exercisable for the first time by an individual
during any calendar year under all plans of the Company and its Subsidiaries may
not exceed $100,000; provided further, that if the limitation is exceeded, the
Incentive Stock Option(s) which cause the limitation to be exceeded will be
treated as non-qualified stock option(s). </FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>SECTION 3 TERMS OF STOCK INCENTIVES</FONT></H1>

         3.1......Terms and Conditions of All Stock Incentives.

<P><FONT SIZE=3>(a) The number of shares of Stock as to which a Stock
Incentive may be granted will be determined by the Committee in its sole
discretion, subject to the provisions of Section 2.2 as to the total number
of shares available for grants under the Plan and subject to the limits on
Options and Stock Appreciation Rights in the following sentence. On such date as
required by Section 162(m) of the Code and the regulations thereunder for
compensation to be treated as qualified performance based compensation, the
maximum number of shares of Stock with respect to which Options or Stock
Appreciation Rights may be granted during any one year period to any employee
may not exceed 1,000,000. If, after grant, an Option is cancelled, the cancelled
Option shall continue to be counted against the maximum number of shares for
which options may be granted to an employee as described in this Section 3.1.
If, after grant, the base amount on which a Stock Appreciation Right is
calculated is reduced, the transaction shall be treated as the cancellation of
the Stock Appreciation Right and the grant of a new Stock Appreciation Right. If
a Stock Appreciation Right is deemed to be cancelled as described in the
preceding sentence, the Stock Appreciation Right that is deemed to be canceled
and the Stock Appreciation Right that is deemed to be granted shall both be
counted against the maximum number of shares for which Stock Appreciation Rights
may be granted to an employee as described in this Section 3.1. </FONT></P>

<P><FONT SIZE=3>(b) Each Stock Incentive will either be evidenced by a Stock
Incentive Agreement in such form and containing such terms, conditions and
restrictions as the Committee may determine to be appropriate, or be made
subject to the terms of a Stock Incentive Program, containing such terms,
conditions and restrictions as the Committee may determine to be appropriate.
Each Stock Incentive Agreement or Stock Incentive Program is subject to the
terms of the Plan and any provisions contained in the Stock Incentive Agreement
or Stock Incentive Program that are inconsistent with the Plan are null and
void. </FONT></P>

<P><FONT SIZE=3>(c) The date a Stock Incentive is granted will be the date on
which the Committee has approved the terms and conditions of the Stock Incentive
and has determined the recipient of the Stock Incentive and the number of shares
covered by the Stock Incentive, and has taken all such other actions necessary
to complete the grant of the Stock Incentive. </FONT></P>

<P><FONT SIZE=3>(d) Any Stock Incentive may be granted in connection with all or
any portion of a previously or contemporaneously granted Stock Incentive.
Exercise or vesting of a Stock Incentive granted in connection with another
Stock Incentive may result in a pro rata surrender or cancellation of any
related Stock Incentive, as specified in the applicable Stock Incentive
Agreement or Stock Incentive Program. </FONT></P>

<P><FONT SIZE=3>(e) Stock Incentives are not transferable or assignable except
by will or by the laws of descent and distribution and are exercisable, during
the Participant’s lifetime, only by the Participant; or in the event of the
Disability of the Participant, by the legal representative of the Participant;
or in the event of death of the Participant, by the legal representative of the
Participant’s estate or if no legal representative has been appointed, by
the successor in interest determined under the Participant’s will;
provided, however, that the Committee may waive any of the provisions of this
Section or provide otherwise as to any Stock Incentives other than Incentive
Stock Options. </FONT></P>

<P><FONT SIZE=3>3.2......Terms and Conditions of Options.  Each Option
granted under the Plan must be evidenced by a Stock Incentive Agreement. At the
time any Option is granted, the Committee will determine whether the Option is
to be an Incentive Stock Option described in Code Section 422 or a non-qualified
stock option, and the Option must be clearly identified as to its status as an
Incentive Stock Option or a non-qualified stock option.  Incentive stock
options may only be granted to employees of the Company or any Subsidiary. At
the time any Incentive Stock Option granted under the Plan is exercised, the
Company will be entitled to legend the certificates representing the shares of
Stock purchased pursuant to the Option to clearly identify them as representing
the shares purchased upon the exercise of an Incentive Stock Option. An
Incentive Stock Option may only be granted within ten (10) years from the
earlier of the date the Plan is adopted or approved by the Company’s
stockholders. </FONT></P>

<P><FONT SIZE=3>(a) Option Price. Subject to adjustment in accordance with
Section 5.2 and the other provisions of this Section 3.2, the exercise
price (the “Exercise Price”) per share of Stock purchasable under any
Option must be as set forth in the applicable Stock Incentive Agreement, but in
no event may it be less than the Fair Market Value on the date the Option is
granted with respect to an Incentive Stock Option. With respect to each grant of
an Incentive Stock Option to a Participant who is an Over 10% Owner, the
Exercise Price may not be less than 110% of the Fair Market Value on the date
the Option is granted. The exercise price of an Option may not be amended or
modified after the grant of the Option, and an Option may not be surrendered in
consideration of, or in exchange for, the grant of the new Option having an
Exercise Price below that of the Option which was surrendered or exchanged. </FONT></P>

<P><FONT SIZE=3>(b) Option Term.  Any Incentive Stock Option granted to a
Participant who is not an Over 10% Owner is not exercisable after the expiration
of ten (10) years after the date the Option is granted. Any Incentive Stock
Option granted to an Over 10% Owner is not exercisable after the expiration of
five (5) years after the date the Option is granted. The term of any
Non-Qualified Stock Option must be as specified in the applicable Stock
Incentive Agreement. </FONT></P>

<P><FONT SIZE=3>(c) Payment.  Payment for all shares of Stock purchased
pursuant to exercise of an Option will be made in any form or manner authorized
by the Committee in the Stock Incentive Agreement or by amendment thereto,
including, but not limited to, cash or, if the Stock Incentive Agreement
provides: </FONT></P>

<P><FONT SIZE=3>(i) by delivery to the Company of a number of shares of Stock
which have been owned by the holder for at least six (6) months prior to the
date of exercise having an aggregate Fair Market Value of not less than the
product of the Exercise Price multiplied by the number of shares the Participant
intends to purchase upon exercise of the Option on the date of delivery; </FONT></P>

                           (ii)     in a cashless exercise through a broker; or

<P><FONT SIZE=3>(iii) by having a number of shares of Stock withheld, the Fair
Market Value of which as of the date of exercise is sufficient to satisfy the
Exercise Price. </FONT></P>

<P><FONT SIZE=3>In its discretion, the Committee also may authorize (at the time
an Option is granted or thereafter) Company financing to assist the Participant
as to payment of the Exercise Price on such terms as may be offered by the
Committee in its discretion. Payment must be made at the time that the Option or
any part thereof is exercised, and no shares may be issued or delivered upon
exercise of an option until full payment has been made by the Participant. 
The holder of an Option, as such, has none of the rights of a stockholder. </FONT></P>

<P><FONT SIZE=3>(d) Conditions to the Exercise of an Option.  Each Option
granted under the Plan is exercisable by whom, at such time or times, or upon
the occurrence of such event or events, and in such amounts, as the Committee
specifies in the Stock Incentive Agreement; provided, however, that subsequent
to the grant of an Option, the Committee, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may be exercised in whole or in part, including, without limitation, upon
a change in control as described in the Stock Incentive Agreement and may permit
the Participant or any other designated person to exercise the Option, or any
portion thereof, for all or part of the remaining Option term, notwithstanding
any provision of the Stock Incentive Agreement to the contrary. </FONT></P>

<P><FONT SIZE=3>(e) Termination of Incentive Stock Option.  With respect to
an Incentive Stock Option, in the event of Termination of Employment of a
Participant, the Option or portion thereof held by the Participant which is
unexercised will expire, terminate, and become unexercisable no later than the
expiration of three (3) months after the date of Termination of Employment;
provided, however, that in the case of a holder whose Termination of Employment
is due to death or Disability, one (1) year will be substituted for such three
(3) month period; provided, further that such time limits may be exceeded by the
Committee under the terms of the grant, in which case, the Incentive Stock
Option will be a nonqualified option if it is exercised after the time limits
that would otherwise apply. For purposes of this Subsection (e), Termination of
Employment of the Participant will not be deemed to have occurred if the
Participant is employed by another corporation (or a parent or subsidiary
corporation of such other corporation) which has assumed the Incentive Stock
Option of the Participant in a transaction to which Code Section 424(a) is
applicable. </FONT></P>

<P><FONT SIZE=3>(f) Special Provisions for Certain Substitute Options. 
Notwithstanding anything to the contrary in this Section 3.2, any Option
issued in substitution for an option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code
Section 424(a) is applicable, may provide for an exercise price computed in
accordance with such Code Section and the regulations thereunder and may contain
such other terms and conditions as the Committee may prescribe to cause such
substitute Option to contain as nearly as possible the same terms and conditions
(including the applicable vesting and termination provisions) as those contained
in the previously issued option being replaced thereby. </FONT></P>

<P><FONT SIZE=3>3.3......Terms and Conditions of Stock Appreciation Rights. Each
Stock Appreciation Right granted under the Plan must be evidenced by a Stock
Incentive Agreement.  A Stock Appreciation Right entitles the Participant
to receive the excess of (1) the Fair Market Value of a specified or
determinable number of shares of the Stock at the time of payment or exercise
over (2) a specified or determinable price which, in the case of a Stock
Appreciation Right granted in connection with an Option, may not be less than
the Exercise Price for that number of shares subject to that Option. A Stock
Appreciation Right granted in connection with a Stock Incentive may only be
exercised to the extent that the related Stock Incentive has not been exercised,
paid or otherwise settled. </FONT></P>

<P><FONT SIZE=3>(a) Settlement. Upon settlement of a Stock Appreciation Right,
the Company must pay to the Participant the appreciation in cash or shares of
Stock (valued at the aggregate Fair Market Value on the date of payment or
exercise) as provided in the Stock Incentive Agreement or, in the absence of
such provision, as the Committee may determine. </FONT></P>

<P><FONT SIZE=3>(b) Conditions to Exercise. Each Stock Appreciation Right
granted under the Plan is exercisable or payable at such time or times, or upon
the occurrence of such event or events, and in such amounts, as the Committee
specifies in the Stock Incentive Agreement; provided, however, that subsequent
to the grant of a Stock Appreciation Right, the Committee, at any time before
complete termination of such Stock Appreciation Right, may accelerate the time
or times at which such Stock Appreciation Right may be exercised or paid in
whole or in part. </FONT></P>

<P><FONT SIZE=3>3.4......Terms and Conditions of Stock Awards. The number of
shares of Stock subject to a Stock Award and restrictions or conditions on such
shares, if any, will be as the Committee determines, and the certificate for
such shares will bear evidence of any restrictions or conditions. 
Subsequent to the date of the grant of the Stock Award, the Committee has the
power to permit, in its discretion, an acceleration of the expiration of an
applicable restriction period with respect to any part or all of the shares
awarded to a Participant. The Committee may require a cash payment from the
Participant in an amount no greater than the aggregate Fair Market Value of the
shares of Stock awarded determined at the date of grant in exchange for the
grant of a Stock Award or may grant a Stock Award without the requirement of a
cash payment. </FONT></P>

<P><FONT SIZE=3>3.5......Terms and Conditions of Dividend Equivalent Rights. A
Dividend Equivalent Right entitles the Participant to receive payments from the
Company in an amount determined by reference to any cash dividends paid on a
specified number of shares of Stock to Company stockholders of record during the
period such rights are effective. The Committee may impose such restrictions and
conditions on any Dividend Equivalent Right as the Committee in its discretion
shall determine, including the date any such right shall terminate and may
reserve the right to terminate, amend or suspend any such right at any time. </FONT></P>

<P><FONT SIZE=3>(a) Payment. Payment in respect of a Dividend Equivalent Right
may be made by the Company in cash or shares of Stock (valued at Fair Market
Value as of the date payment is owed) as provided in the Stock Incentive
Agreement or Stock Incentive Program, or, in the absence of such provision, as
the Committee may determine. </FONT></P>

<P><FONT SIZE=3>(b) Conditions to Payment. Each Dividend Equivalent Right
granted under the Plan is payable at such time or times, or upon the occurrence
of such event or events, and in such amounts, as the Committee specifies in the
applicable Stock Incentive Agreement or Stock Incentive Program; provided,
however, that subsequent to the grant of a Dividend Equivalent Right, the
Committee, at any time before complete termination of such Dividend Equivalent
Right, may accelerate the time or times at which such Dividend Equivalent Right
may be paid in whole or in part. </FONT></P>

<P><FONT SIZE=3>3.6......Terms and Conditions of Performance Unit Awards. A
Performance Unit Award shall entitle the Participant to receive, at a specified
future date, payment of an amount equal to all or a portion of the value of a
specified or determinable number of units (stated in terms of a designated or
determinable dollar amount per unit) granted by the Committee. At the time of
the grant, the Committee must determine the base value of each unit, the number
of units subject to a Performance Unit Award, the performance factors applicable
to the determination of the ultimate payment value of the Performance Unit Award
and the period over which Company performance shall be measured. The Committee
may provide for an alternate base value for each unit under certain specified
conditions. </FONT></P>

<P><FONT SIZE=3>(a) Payment. Payment in respect of Performance Unit Awards may
be made by the Company in cash or shares of Stock (valued at Fair Market Value
as of the date payment is owed) as provided in the applicable Stock Incentive
Agreement or Stock Incentive Program or, in the absence of such provision, as
the Committee may determine. </FONT></P>

<P><FONT SIZE=3>(b) Conditions to Payment. Each Performance Unit Award granted
under the Plan shall be payable at such time or times, or upon the occurrence of
such event or events, and in such amounts, as the Committee shall specify in the
applicable Stock Incentive Agreement or Stock Incentive Program; provided,
however, that subsequent to the grant of a Performance Unit Award, the
Committee, at any time before complete termination of such Performance Unit
Award, may accelerate the time or times at which such Performance Unit Award may
be paid in whole or in part. </FONT></P>

<P><FONT SIZE=3>3.7......Terms and Conditions of Phantom Shares. Phantom Shares
shall entitle the Participant to receive, at a specified future date, payment of
an amount equal to all or a portion of the Fair Market Value of a specified
number of shares of Stock at the end of a specified period. At the time of the
grant, the Committee will determine the factors which will govern the portion of
the rights so payable, including, at the discretion of the Committee, any
performance criteria that must be satisfied as a condition to payment. Phantom
Share awards containing performance criteria may be designated as performance
share awards. </FONT></P>

<P><FONT SIZE=3>(a) Payment. Payment in respect of Phantom Shares may be made by
the Company in cash or shares of Stock (valued at Fair Market Value as of the
date payment is owed) as provided in the applicable Stock Incentive Agreement or
Stock Incentive Program, or, in the absence of such provision, as the Committee
may determine. </FONT></P>

<P><FONT SIZE=3>(b) Conditions to Payment. Each Phantom Share granted under the
Plan is payable at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee specify in the applicable Stock
Incentive Agreement or Stock Incentive Program; provided, however, that
subsequent to the grant of a Phantom Share, the Committee, at any time before
complete termination of such Phantom Share, may accelerate the time or times at
which such Phantom Share may be paid in whole or in part. </FONT></P>

<P><FONT SIZE=3>3.8......Treatment of Awards Upon Termination of Employment.
Except as otherwise provided by Plan Section 3.2(e), any award under this Plan
to a Participant who has experienced a Termination of Employment may be
cancelled, accelerated, paid or continued, as provided in the applicable Stock
Incentive Agreement or Stock Incentive Program, or, in the absence of such
provision, as the Committee may determine. The portion of any award exercisable
in the event of continuation or the amount of any payment due under a continued
award may be adjusted by the Committee to reflect the Participant’s period
of service from the date of grant through the date of the Participant’s
Termination of Employment or such other factors as the Committee determines are
relevant to its decision to continue the award. </FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>SECTION 4 RESTRICTIONS ON STOCK</FONT></H1>

<P><FONT SIZE=3>4.1......Escrow of Shares. Any certificates representing the
shares of Stock issued under the Plan will be issued in the Participant’s
name, but, if the applicable Stock Incentive Agreement or Stock Incentive
Program so provides, the shares of Stock will be held by a custodian designated
by the Committee (the “Custodian”). Each applicable Stock Incentive
Agreement or Stock Incentive Program providing for transfer of shares of Stock
to the Custodian must appoint the Custodian as the attorney-in-fact for the
Participant for the term specified in the applicable Stock Incentive Agreement
or Stock Incentive Program, with full power and authority in the
Participant’s name, place and stead to transfer, assign and convey to the
Company any shares of Stock held by the Custodian for such Participant, if the
Participant forfeits the shares under the terms of the applicable Stock
Incentive Agreement or Stock Incentive Program.  During the period that the
Custodian holds the shares subject to this Section, the Participant is entitled
to all rights, except as provided in the applicable Stock Incentive Agreement or
Stock Incentive Program, applicable to shares of Stock not so held. Any
dividends declared on shares of Stock held by the Custodian must provide in the
applicable Stock Incentive Agreement or Stock Incentive Program, be paid
directly to the Participant or, in the alternative, be retained by the Custodian
or by the Company until the expiration of the term specified in the applicable
Stock Incentive Agreement or Stock Incentive Program and shall then be
delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable. </FONT></P>

<P><FONT SIZE=3>4.2......Restrictions on Transfer. The Participant does not have
the right to make or permit to exist any disposition of the shares of Stock
issued pursuant to the Plan except as provided in the Plan or the applicable
Stock Incentive Agreement or Stock Incentive Program. Any disposition of the
shares of Stock issued under the Plan by the Participant not made in accordance
with the Plan or the applicable Stock Incentive Agreement or Stock Incentive
Program will be void. The Company will not recognize, or have the duty to
recognize, any disposition not made in accordance with the Plan and the
applicable Stock Incentive Agreement or Stock Incentive Program, and the shares
so transferred will continue to be bound by the Plan and the applicable Stock
Incentive Agreement or Stock Incentive Program. </FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=3>SECTION 5 GENERAL PROVISIONS</FONT></H1>

<P><FONT SIZE=3>5.1......Withholding.  The Company must deduct from all
cash distributions under the Plan any taxes required to be withheld by federal,
state or local government. Whenever the Company proposes or is required to issue
or transfer shares of Stock under the Plan or upon the vesting of any Stock
Award, the Company has the right to require the recipient to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery of any certificate or certificates for
such shares or the vesting of such Stock Award. A Participant may pay the
withholding tax in cash, or, if the applicable Stock Incentive Agreement or
Stock Incentive Program provides, a Participant may elect to have the number of
shares of Stock he is to receive reduced by, or with respect to a Stock Award,
tender back to the Company, the smallest number of whole shares of Stock which,
when multiplied by the Fair Market Value of the shares of Stock determined as of
the Tax Date (defined below), is sufficient to satisfy federal, state and local,
if any, withholding taxes arising from exercise or payment of a Stock Incentive
(a “Withholding Election”). A Participant may make a Withholding
Election only if both of the following conditions are met: </FONT></P>

<P><FONT SIZE=3>(a) The Withholding Election must be made on or prior to the
date on which the amount of tax required to be withheld is determined (the
“Tax Date”) by executing and delivering to the Company a properly
completed notice of Withholding Election as prescribed by the Committee; and </FONT></P>

<P><FONT SIZE=3>(b) Any Withholding Election made will be irrevocable except on
six months advance written notice delivered to the Company; however, the
Committee may in its sole discretion disapprove and give no effect to the
Withholding Election. </FONT></P>

         5.2......Changes in Capitalization; Merger; Liquidation.

<P><FONT SIZE=3>(a) The number of shares of Stock reserved for the grant of
Options, Dividend Equivalent Rights, Performance Unit Awards, Phantom Shares,
Stock Appreciation Rights and Stock Awards; the number of shares of Stock
reserved for issuance upon the exercise or payment, as applicable, of each
outstanding Option, Dividend Equivalent Right, Phantom Share and Stock
Appreciation Right and upon vesting or grant, as applicable, of each Stock
Award; the Exercise Price of each outstanding Option and the specified number of
shares of Stock to which each outstanding Dividend Equivalent Right, Phantom
Share and Stock Appreciation Right pertains must be proportionately adjusted for
any increase or decrease in the number of issued shares of Stock resulting from
a subdivision or combination of shares or the payment of a stock dividend in
shares of Stock to holders of outstanding shares of Stock or any other increase
or decrease in the number of shares of Stock outstanding effected without
receipt of consideration by the Company. </FONT></P>

<P><FONT SIZE=3>(b) In the event of a merger, consolidation, reorganization,
extraordinary dividend, spin-off, or other change in capital structure of the
Company or tender offer for shares of Stock, the Committee may make such
adjustments with respect to awards and take such other action as it deems
necessary or appropriate to reflect such merger, consolidation, reorganization
or tender offer, including, without limitation, the substitution of new awards,
or the adjustment of outstanding awards, the acceleration of awards, the removal
of restrictions on outstanding awards, or the termination of outstanding awards
in exchange for the cash value determined in good faith by the Committee of the
vested and/or unvested portion of the award. Any adjustment pursuant to this
Section 5.2 may provide, in the Committee’s discretion, for the
elimination without payment therefor of any fractional shares that might
otherwise become subject to any Stock Incentive, but except as set forth in this
Section may not otherwise diminish the then value of the Stock Incentive. </FONT></P>

<P><FONT SIZE=3>(c) The existence of the Plan and the Stock Incentives granted
pursuant to the Plan must not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding. </FONT></P>

<P><FONT SIZE=3>5.3......Cash Awards.  The Committee may, at any time and
in its discretion, grant to any holder of a Stock Incentive the right to
receive, at such times and in such amounts as determined by the Committee in its
discretion, a cash amount which is intended to reimburse such person for all or
a portion of the federal, state and local income taxes imposed upon such person
as a consequence of the receipt of the Stock Incentive or the exercise of rights
thereunder. </FONT></P>

<P><FONT SIZE=3>5.4......Compliance with Code.  All Incentive Stock Options
to be granted hereunder are intended to comply with Code Section 422, and
all provisions of the Plan and all Incentive Stock Options granted hereunder
must be construed in such manner as to effectuate that intent. </FONT></P>

<P><FONT SIZE=3>5.5......Right to Terminate Employment.  Nothing in the
Plan or in any Stock Incentive confers upon any Participant the right to
continue as an employee or officer of the Company or any of its Affiliates or
affect the right of the Company or any of its Affiliates to terminate the
Participant’s employment or services at any time. </FONT></P>

<P><FONT SIZE=3>5.6......Non-Alienation of Benefits. Other than as provided
herein, no benefit under the Plan may be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any
attempt to do so shall be void. No such benefit may, prior to receipt by the
Participant, be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Participant. </FONT></P>

<P><FONT SIZE=3>5.7......Restrictions on Delivery and Sale of Shares; Legends.
Each Stock Incentive is subject to the condition that if at any time the
Committee, in its discretion, shall determine that the listing, registration or
qualification of the shares covered by such Stock Incentive upon any securities
exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the granting of such Stock Incentive or the
purchase or delivery of shares thereunder, the delivery of any or all shares
pursuant to such Stock Incentive may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the shares of Stock purchasable or
otherwise deliverable under Stock Incentives then outstanding, the Committee may
require, as a condition of exercise of any Option or as a condition to any other
delivery of Stock pursuant to a Stock Incentive, that the Participant or other
recipient of a Stock Incentive represent, in writing, that the shares received
pursuant to the Stock Incentive are being acquired for investment and not with a
view to distribution and agree that the shares will not be disposed of except
pursuant to an effective registration statement, unless the Company shall have
received an opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable state securities
laws. The Company may include on certificates representing shares delivered
pursuant to a Stock Incentive such legends referring to the foregoing
representations or restrictions or any other applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate. </FONT></P>

<P><FONT SIZE=3>5.8......Listing and Legal Compliance. The Committee may suspend
the exercise or payment of any Stock Incentive so long as it determines that
securities exchange listing or registration or qualification under any
securities laws is required in connection therewith and has not been completed
on terms acceptable to the Committee. </FONT></P>

<P><FONT SIZE=3>5.9......Termination and Amendment of the Plan. The Board of
Directors at any time may amend or terminate the Plan without stockholder
approval; provided, however, that the Board of Directors may condition any
amendment on the approval of stockholders of the Company if such approval is
necessary or advisable with respect to tax, securities or other applicable laws.
No such termination or amendment without the consent of the holder of a Stock
Incentive may adversely affect the rights of the Participant under such Stock
Incentive. </FONT></P>

<P><FONT SIZE=3>5.10.....Stockholder Approval. The Plan must be submitted to the
stockholders of the Company for their approval within twelve (12) months before
or after the adoption of the Plan by the Board of Directors of the Company. If
such approval is not obtained, any Stock Incentive granted hereunder will be
void. </FONT></P>

<P><FONT SIZE=3>5.11.....Choice of Law.  The laws of the State of Delaware
shall govern the Plan, to the extent not preempted by federal law, without
reference to the principles of conflict of laws. </FONT></P>

<P><FONT SIZE=3>5.12.....Effective Date of Plan.  This Plan was approved by
the Board of Directors as of February 10, 2000, and shall become effective upon
its approval by the Company’s shareholders. </FONT></P>

                                             THERAGENICS CORPORATION

<H2 ALIGN=LEFT><FONT SIZE=3>By: /s/ Bruce W. Smith</FONT></H2>

<H2 ALIGN=LEFT><FONT SIZE=3>Title: Executive Vice-President, Secretary, Treasurer</FONT></H2>

<H1 ALIGN=LEFT><FONT SIZE=3>and Chief Financial Officer</FONT></H1>


<PAGE>

</BODY>
</HTML>