THIS DOCUMENT HAS BEEN SANITIZED WITH THE DOCCLEAN MACRO!
                                               EXECUTIVE EMPLOYMENT AGREEMENT
                                               ------------------------------


         THIS  AGREEMENT  is made as of the 1st day of  January,  1999,  between
THERAGENICS CORPORATION, a Georgia corporation (the "Company"), and BRUCE W.
SMITH (the "Executive").


                                  INTRODUCTION


         The  Company  and the  Executive  desire  to enter  into an  employment
agreement embodying the terms and conditions of the Executive's employment.

         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  (i)  the  period  of the  Executive's
               -------------------
employment  hereunder and (ii) after  termination of employment,  the shorter of
the period for which the Executive receives severance pay hereunder or a two (2)
year period after  termination  of his employment  with the Company,  unless the
Executive is terminated with the Company with Cause or terminates his employment
other  than  for  Good  Reason,  in  which  case a two  (2)  year  period  after
termination of employment with the Company shall apply.

(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
               ------------------------
manufacturing  and  distribution  of implantable  radiation  devices used in the
treatment of cancer.

         (f) "Cause" means the  occurrence of any of the following  events:  (i)
             -------
willful and  continued  failure  (other  than such  failure  resulting  from his
incapacity  during physical or mental illness) by the Executive 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) any act
by the Executive of fraud, misappropriation, dishonesty, embezzlement or similar
conduct against the Company or an Affiliate; (iv) commission by the Executive of
a felony or any other crime involving dishonesty; (v) the habitual and disabling
use by the  Executive  of  alcohol  or drug;  or (vi) a  material  breach of the
Agreement by the Executive.

         (g)      "Change in Control"  means
                  -------------------
<PAGE>

                  (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


<PAGE>



"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

<PAGE>

         (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,  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  Executive  participates  in a capacity  other than in his capacity as
Executive.

         (h) "Company  Invention"  means any Invention which is conceived by the
             -------------------
Executive  alone or in a joint  effort  with  others  during  the  period of the
Executive'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  Executive 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 Executive is
involved in the performance of his duties as an employee of the Company, or (iv)
is useful,  or which the  Executive  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  Executive  or of  which  the
Executive  became aware as a consequence of or through its  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

<PAGE>

such public disclosure has been made by the Executive 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 Executive 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.

         (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
Executive's  written  notice to the  Company of the same:  (i) the nature of the
Executive's duties or the scope of his  responsibilities are materially modified
without the  Executive's  written  consent,  (ii) the  Executive  is required to
report to a different  position without the Executive's  written consent,  (iii)
the Company changes the location of the Executive'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  Executive  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
              ----------------
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. ss.ss. 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,


<PAGE>

illustrations,  advertising materials, computer programs (including the contents
of read only memories) and any contribution to such materials.

2.       Terms and Conditions of Employment.
         ----------------------------------

         (a)  Employment.  The  Company  hereby  employs  the  Executive  as its
              ----------
Executive Vice President and Chief Financial  Officer and the Executive  accepts
such  employment  with the  Company  in such  capacity,  and  agrees to serve as
Secretary and Treasurer as long as he is appointed to such positions, subject to
the  terms  and  conditions  hereof.  The  Executive  shall  report to the Chief
Executive  Officer and the Board of Directors and shall have such  authority and
responsibilities  and perform such duties as shall reasonably be assigned to the
Executive from time to time by the Chief Executive Officer of the Company.

         (b) Exclusivity.  Throughout the Executive's employment hereunder,  the
             -----------
Executive shall devote  substantially all the Executive's time, energy and skill
during  regular  business  hours  to  the  performance  of  the  duties  of  the
Executive'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  Executive's   services
              ------------
hereunder,  the Company  shall pay to the Executive an annual base salary in the
amount of $150,000  initially.  The  Executive's  annual  base  salary  shall be
reviewed at least  annually by the  Company,  and the Company may  increase  the
Executive'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 Executive shall be entitled to  discretionary  annual bonuses.
The maximum  annual bonus shall be equal to 20% of the  Executive's  annual base
salary. The actual amount of bonus paid annually will be determined by the Chief
Executive  Officer based upon the Chief  Executive  Officer's  evaluation of the
Executive's  performance.  However, in the event that the Company adopts a bonus
program that applies  generally to executive  officers,  such program will apply
for the Executive notwithstanding the provisions of this Subsection (b).

         (c) Stock Based Compensation.  Stock options or other stock-based  
             -------------------------
compensation will be awarded to the Executive at the discretion of the Board 
of Directors, or a committee thereof, and pursuant to the Company's stock 
incentive plan.

         (d)  Vacation.  The Executive shall be entitled to four weeks of 
              ---------
vacation  per year, to be taken at times mutually convenient to the Company 
and the Executive.
<PAGE>

         (e)  Automobile. The Company will provide the Executive with the use of
             ------------
a Company-owned leased vehicle or, in the alternative, the Company may choose to
provide the Executive  with a car  allowance of at least $400 per month,  net of
federal, state and social security taxes.

         (f)  Memberships. The Company will reimburse the Executive for one club
             -------------
membership which has a business related purpose and is approved by the Company.

         (g) Financial, Tax and Estate Planning. The Company will reimburse the 
             -----------------------------------
Executive 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.

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

         (i) Life Insurance.  During the term of this Agreement, the Company 
             ---------------
will provide the Executive  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  Executive  for his 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  Executive  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 Executive 
in connection with the performance of the Executive's duties of employment  
hereunder; provided,  however,  the Executive 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 Executive  
            ----------
specifically described herein,  the Executive shall be entitled to such benefits
as generally may be made  available to executive  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
fifth (5th) 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 fourth  (4th) 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.
<PAGE>

         (b) Termination.  This Agreement and the Executive's  employment by the
             ------------
Company  hereunder may only be terminated  before  expiration of the Term (i) by
mutual  agreement of the Executive and the Company;  (ii) by the Executive  with
Good Reason upon not less than two (2) weeks prior notice to the Company;  (iii)
by the Company  without  Cause;  (iv) by the  Company  for Cause,  or (v) by the
Company or the Executive due to the Disability of the Executive.  This Agreement
shall also  terminate  immediately  upon the death of the  Executive.  Notice of
termination by either the Company or the Executive 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
             ----------------------
Executive's  employment hereunder,  the Company shall have no further obligation
to the  Executive  or the  Executive'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 12 hereof.  Neither  Section 4(e) nor 4(f)
applies to a Termination  due to the  Executive's  Disability or death.  Nothing
contained  herein  shall  limit or impinge  any other  rights or remedies of the
Company  or the  Executive  under  any  other  agreement  or plan to  which  the
Executive is a party or of which the Executive is a beneficiary.

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

         (e) Certain  Terminations  not in Connection  with a Change in Control.
             -------------------------------------------------------------------
Except  as  set  forth  in  Section  4(b)(i)  hereof,  upon  termination  of the
Executive's employment by the Company without Cause or by the Executive for Good
Reason,  the Company  shall be  obligated to continue to pay the  Executive  his
annual base salary at the time of  termination  of employment  for the remaining
Term of this Agreement or until two (2) years after such termination  (whichever
occurs  first).  Payments made under this Section 4(e) shall be paid as a salary
continuation.

         (f) Certain Terminations in Connection with a Change in Control. Except
             ------------------------------------------------------------------
as set  forth  in  Section  4(b)(i)  hereof,  upon  termination  of  Executive's
employment,  within  ninety (90) days  preceding  or within one (1) year after a
Change in Control,  by the Company  without  Cause or by the  Executive for Good
Reason,  the Company  shall be obligated to pay the Executive an amount equal to
whichever of the following results in the Executive receiving a larger after-tax
amount:  (i) two  times  the  Executive's  annual  base  salary  at the  time of
termination of employment or (ii) if less than two times the Executive's  annual
base salary at the time of Termination  of  employment,  then the largest amount
that could be paid to the  Executive,  which will not result in a  nondeductible
"parachute payment" under Section 280G of the Internal Revenue Code. Such amount
shall be paid to the Executive ratably over two (2) years following termination.


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

         (a) Agreement Not to Compete.  The Executive  agrees that commencing on
            -------------------------
the Commencement Date and continuing  through the Applicable Period, he will not

<PAGE>

(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 Executive's own behalf,  or in the service of or
on behalf of others,  engage in or provide  financial  management  services of a
similar type or nature as he performs for the Company to any Competing Business.
For purposes of this Section 5, the Executive  acknowledges  and agrees that the
Business of the Company is conducted in the Area.

         (b)  Agreement  Not to Solicit  Customers.  The  Executive  agrees that
              ------------------------------------
commencing  on the  Commencement  Date and  continuing  through  the  Applicable
Period,  or he will not, either  directly or indirectly,  on the Executive'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 Executive had material  contact during the Executive's
last two year(s) of employment with the Company.

6.       Agreement Not to Solicit Employees.
         -----------------------------------

         The  Executive  agrees that  commencing  on the  Commencement  Date and
continuing  through  the  Applicable  Period,  he will not,  either  directly or
indirectly,  on the  Executive'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,  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.

7.       Ownership and Protection of Proprietary Information.
         ----------------------------------------------------

         (a) Confidentiality. All Confidential Information and Trade Secrets and
             ---------------
all physical  embodiments  thereof  received or developed by the Executive 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 Executive 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  Executive  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 Executive 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 Executive 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  Executive's  custody,  control  or
possession.
<PAGE>

         (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 Executive prior to or after
the date hereof. The covenants  restricting the use of Confidential  Information
will  continue  and be  maintained  by the  Executive  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  Executive  following
termination  of this  Agreement  for so long as permitted  by the Georgia  Trade
Secrets Act of 1990, O.C.G.A. ss. 10-1-760, et seq.

8.       Inventions.
         ----------

         (a)  Company   Inventions.   The  Executive  agrees  that  all  Company
              --------------------
Inventions  conceived or first reduced to practice by the  Executive  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
Executive  hereby  irrevocably  assigns to the  Company all of his rights to all
Company  Inventions.  If the Executive 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 Executive 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  Executive  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  Executive  for the
Company.

         (b) Prior  Inventions.  If prior to the Commencement Date the Executive
             -----------------
conceived  any  Invention or acquired any  ownership  interest in any  Invention
which (i) is the property of the Executive, or of which the Executive 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 A attached hereto, the Executive 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 A attached  hereto,  the  Executive  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  Executive  represents to the Company that the
             --------------
Executive  owns no patents or copyrights,  individually  or jointly with others,
except those described in Exhibit A attached hereto.

         (d) Patent  Applications.  The Executive 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 Executive was an
<PAGE>

inventor,  the Executive will execute all necessary  truthful papers,  including
formal  assignments  to the Company  relating to such patent  applications.  The
Executive  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.  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 Executive  acknowledges  and agrees
             -------------------------
that  any  Works  created  by the  Executive  in the  course  of his  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  Executive  within  the  scope  of his
employment hereunder shall be the property of the Company. The Executive 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
Executive will assign and hereby does assign to the Company all right, title and
interest to copyrights which the Executive may have in such Works.

         (b)  Registration.  The Executive 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 Executive claims no ownership rights in any 
              -----------
Works, except as described in Exhibit A attached hereto.
                              ---------
10. Contracts or Other Agreements with Former Employer or Business.
    ---------------------------------------------------------------

         The Executive 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
Executive has been associated,  which on its face prohibits the Executive during
a period of time which  extends  through the  Commencement  Date from any of the
following:  (i) competing with, or in any way  participating in a business which
competes  with the  Executive's  former  employer or business;  (ii)  soliciting
personnel  of such former  employer or business to leave such former  employer's
employment  or to leave such  business;  or (iii)  soliciting  customers of such
former employer or business on behalf of another business.  The Executive hereby
further  represents and warrants that he has not executed any agreement with any
other party which, on its face,  purports to require the Executive to assign any
Work or any  Invention  created,  conceived or first  reduced to practice by the
Executive  during a period of time which extends through the  Commencement  Date
except as previously disclosed in writing to the Company.
<PAGE>

11.      Remedies.
         --------
         The Executive  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  Executive  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 Executive 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 Executive of any of such covenants or agreements.

12.      No Set-Off.
         ----------
         The  existence of any claim,  demand,  action or cause of action by the
Executive  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
Executive,  whether  predicated  upon this  Agreement  or  otherwise,  shall not
constitute a defense to the  enforcement  by the  Executive of any of his rights
hereunder;  provided,  however,  that  the  Company  shall  have  the  right  to
discontinue  payments to the  Executive  under  Section 4(e) or 4(f) hereof,  as
applicable, if the Executive should breach any of his obligations under Sections
5, 6, 7, 8 or 9 hereof.

13.      Notice.
         -------
         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):

         If to the Company:                 Theragenics Corporation
                                            5325 Oakbrook Parkway
                                            Norcross, Georgia 30093
                                            Attn:    Chief Executive Officer

         If to the Executive:               Bruce W. Smith
                                            3848 Woodrose Court
                                            Lithonia, GA 30058
<PAGE>


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



<PAGE>


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 Executive  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 contract, or the breach thereof, shall be settled by binding arbitration in
accordance  with  Commercial  Arbitration  Rules  of  the  American  Arbitration
Association in Atlanta,  Georgia. However, the provisions of this Subsection (c)
shall not prevent the Company from  instituting  an action under this  Agreement
for specific  performance of this Agreement or injunctive  relief as provided in
Section 11 hereof. In the event the Executive  prevails in the arbitration,  the
Company agrees to reimburse the Executive for all reasonable attorney's fees and
expenses of arbitration.

         (d)  Applicable Law. This Agreement shall be construed and enforced  
              --------------
under and in accordance  with the laws of the State of Georgia.

         (e) Entire Agreement.  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.

         (f)   Amendment.   This   Agreement  may  not  be  modified,   amended,
               ---------
supplemented  or  terminated  except by a  written  instrument  executed  by the
parties hereto.

         (g)  Severability.  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.

         (h)  Captions  and Section  Headings.  Except as set forth in Section 1
              -------------------------------
hereof,  captions and section  headings used herein are for convenience only and
are not a part of this Agreement and shall not be used in construing it.






                         [Signatures on Following Page]


<PAGE>


         IN WITNESS  WHEREOF,  the Company and the Executive  have each executed
and delivered this Agreement as of the date first shown above.


                                                THE COMPANY:

                                                THERAGENICS CORPORATION

                                                By: /s/ M. Christine Jacobs
                                                   ------------------------    
                                                        M. CHRISTINE JACOBS

                                                     Title: Chairman and CEO

ATTEST:

/s/ Ronald A. Warren                                          
--------------------    
    RONALD A. WARREN

Title: Asst Secretary

         [CORPORATE SEAL]


                                                  EXECUTIVE:

                                                  /s/ Bruce W. Smith
                                                  ------------------
                                                  BRUCE W. SMITH







<PAGE>





                                                                   Exhibit A
                                                                   ---------
                       Inventions, Patents and Copyrights



1.                Previously Conceived Inventions
                  -------------------------------
                  [DESCRIBE ANY  INVENTIONS  WHICH THE EXECUTIVE  DEVELOPED OR 
                  HAS AN OWNERSHIP  INTEREST IN. IF NONE,  INSERT  "NONE".
                  Note:  With respect to any such  Inventions not described  
                  herein,  the Company shall have 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.]


                           NONE



2.                Patents
                  -------
                  [LIST OR DESCRIBE ALL PATENTS WHICH THE EXECUTIVE OWNS 
                  INDIVIDUALLY,  WITH OTHERS,  OR FOR WHICH  APPLICATIONS  ARE
                  PENDING.  IF NONE, INSERT "NONE".]


                           NONE



3.                Copyrights
                  ----------
                  [DESCRIBE ANY WORKS FOR WHICH THE EXECUTIVE CLAIMS THE 
                  COPYRIGHT EITHER INDIVIDUALLY OR WITH OTHERS. IF NONE,
                  INSERT "NONE".]


                           NONE