Exhibit 10.28 

[Entered into with each of theCompany’s Directors and Executive Officers] 

DIRECTORS AND OFFICERS 

INDEMNIFICATIONAGREEMENT 

        **THISINDEMNIFICATION AGREEMENT**, dated as of ____________, _______ (this“Agreement”), is made and entered into by and between TheragenicsCorporation, a Delaware corporation (the “Company”), and___________________________, a director or officer of the Company (the“Indemnitee”). 

RECITALS 

A.              It is essential to the Company to retain and attract as directors and officers          the most capable persons available; 

B.              Indemnitee is a director and/or officer of the Company; 

C.              The Company and the Indemnitee recognize the increased risk of litigation and          other claims being asserted against directors and officers of companies in          today’s environment; 

D.              The Company’s Certificate of Incorporation, as amended, (the          “Certificate”) and Bylaws, as amended (the “Bylaws”)          provide that the Company shall indemnify its directors and officers and may          advance expenses in connection therewith. The Indemnitee’s willingness to          serve as a director and/or officer of the Company is based, in part, in reliance          on those provisions; and 

E.              In recognition of Indemnitee’s need for substantial protection against          personal liability, to enhance Indemnitee’s continued service to the          Company and to provide Indemnitee with specific contractual assurance that          indemnification will be available to Indemnitee (regardless of, among other          things, any amendment to or revocation of such Certificate and Bylaws or any          change in the composition of the Company’s Board of Directors or any          acquisition or business combination transaction relating to the Company) the          Company wishes to provide for the indemnification of and advancement of expenses          to Indemnitee, as set forth herein and for the coverage of Indemnitee under          directors’ and officers’ liability insurance policies. 

        **NOW,THEREFORE**, in consideration of the mutual agreements herein set forth, the partieshereto hereby agree as follows: 

1. **Certain Definitions.**

1.1“**Claim**” means any threatened, pending, or completed action,suit, or proceeding, or any inquiry or investigation, whether instituted, made orconducted by the Company or any other party, that Indemnitee in good faith believes mightlead to the institution of any such action, suit or proceeding, whether civil, criminal,administrative, investigative or other. 

1.2“**Expenses**” includes reasonable attorneys’ fees and allother reasonable costs, expenses, and obligations paid or incurred in connection withinvestigating, defending, being a witness or otherwise participating in (including onappeal), or preparing to defend, be a witness or otherwise participate in, any Claimrelating to any Indemnifiable Event. 

1.3 “**IndemnifiableEvent” means:**

(1)              any actual or asserted event or occurrence related to the fact that Indemnitee          is or was: 

    (a)                 a director, officer, employee or agent of the Company; 

    (b)                      serving at the request of the Company as a director, officer, employee or agent               of another corporation, partnership, joint venture, trust or other entity,               whether or not for profit (including the heirs, executors, administrators or               estate of such person); or 

(2)                   anything done or not done by Indemnitee in the capacities set forth in 1.3               (1)(a) and 1.3(1)(b) above. 

        Tothe extent indemnification for any event or occurrence is not permitted under applicablelaw, such event or occurrence will not constitute an “IndemnifiableEvent.” 

2.              **Basic Indemnification Arrangement**. In the event Indemnitee          was, is or becomes a party to or witness or other participant in, or is          threatened to be made a party to or witness or other participant in, a Claim by          reason of (or arising in whole or in part out of) an Indemnifiable Event, the          Company will indemnify Indemnitee to the fullest extent permitted by applicable          law as soon as practicable but in any event no later than 60 calendar days after          written demand is presented to the Company. The Indemnitee shall give prompt          notice to the Company of any actual or asserted event or occurrence that could          reasonably be expected to give rise to a Claim. The failure by the Indemnitee to          notify the Company of such Claim will not relieve the Company from any liability          hereunder unless, and only to the extent that, the Company did not learn of the          Claim and its failure to learn of the claim materially prejudices the ability of          the Company to defend such Claim or otherwise perfect rights to any insurance          coverage relating to the Claim. 

        Notwithstandinganything in this Agreement to the contrary, Indemnitee will not be entitled toindemnification pursuant to this Agreement in connection with any Claim initiated byIndemnitee against the Company (other than a claim described in Section 3 hereof) or anydirector or officer of the Company unless the Company has joined in or consented to theinitiation of such Claim. 

 3.              **Indemnification for and Advancement of Expenses**. The          Company will indemnify Indemnitee against any and all Expenses, judgments,          fines, penalties and amounts paid in settlement (including all interest,          assessments and other charges paid or payable in connection with or in respect          of such Expenses, judgments, fines, penalties or amounts paid in settlement) of          Claims. The Company will also indemnify Indemnitee against any and all          reasonable attorneys’ fees and other costs, expenses and obligations paid          or incurred by Indemnitee in connection with any claim, action, suit or          proceeding asserted or brought by Indemnitee against the Company for (i)          indemnification or advance payment of Expenses by the Company under this          Agreement or any other agreement or under any provision of the Articles or          Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events          and/or (ii) recovery under any directors’ and officers’ liability          insurance policies maintained by the Company, regardless of whether Indemnitee          ultimately is determined to be entitled to such indemnification, advance expense          payment or insurance recovery, as the case may be. 

        Ifrequested by Indemnitee, the Company will, within two business days of Indemnitee’srequest, advance to Indemnitee any Expenses. Prior to the advancement of any Expenses,Indemnitee must execute an agreement to repay any amounts advanced to Indemnitee hereunderto the extent that it is finally determined that Indemnitee is not entitled toindemnification for such Expenses. 

        Notwithstandingany other provision of this Agreement, to the extent that Indemnitee has been successfulon the merits or otherwise in defense of all Claims relating to an Indemnifiable Event orin defense of any issue or matter therein, including dismissal without prejudice,Indemnitee will be indemnified against all Expenses incurred in connection therewith. 

 4.              **Partial Indemnity**. If Indemnitee is entitled under any          provision of this Agreement to indemnification by the Company for some or a          portion of the Expenses, judgments, fines, penalties and amounts paid in          settlement of a Claim but not, however, for all of the total amount thereof, the          Company will nevertheless indemnify Indemnitee for the portion thereof to which          Indemnitee is entitled. 

 5.              **Burden of Proof**.****In connection with any          determination as to whether Indemnitee is entitled to be indemnified hereunder,          the burden of proof will be on the Company to establish that Indemnitee is not          so entitled. 

 6.              **Action by Company**. The Company will use its best efforts to          take, or cause to be taken, all action necessary to fulfill the obligations set          forth in this Agreement including, but not limited to, any actions required by          Delaware General Corporation Law (“DGCL”). 

 7.              **No Presumption**. For purposes of this Agreement, the          termination of any claim, action, suit or proceeding, by judgment, order,          settlement (whether with or without court approval), or conviction, or upon a          plea of *nolo contendere* or its equivalent, will not in and of itself          create a presumption that Indemnitee did not meet any particular standard of          conduct or have any particular belief or that a court has determined that          indemnification is not permitted by applicable law. 

****8.     **Non-Exclusivity, Etc**. The rights of Indemnitee          hereunder will be in addition to any other rights Indemnitee may have under the          Articles, the Bylaws, or the DGCL or otherwise; provided, however,          that to the extent that Indemnitee otherwise would have any greater right to          indemnification under any provision of the Articles or Bylaws as in effect on          the date hereof, Indemnitee will be deemed to have such greater right hereunder;          and, providedfurther, that to the extent that any change is made          to the DGCL (whether by legislative action or judicial decision), the Articles,          and/or the Bylaws which permits any greater right to indemnification than that          provided under this Agreement as of the date hereof, Indemnitee will be deemed          to have such greater right hereunder. 

        TheCompany will not adopt any amendment to the Articles or the Bylaws the effect of whichwould be to deny, diminish or encumber Indemnitee’s right to indemnification underthe Articles, the Bylaws, the DGCL or otherwise as applied to any act or failure to actoccurring in whole or in part prior to the date upon which the amendment was approved bythe Company’s Board of Directors and/or its stockholders, as the case may be. 

9.              **Liability Insurance and Funding**. The Company will maintain          an insurance policy or policies providing directors’ and officers’          liability insurance to the extent, in the judgment of the Board of Directors,          such insurance is available on reasonable terms and at reasonable premiums and          Indemnitee will be covered by such policy or policies, in accordance with its or          their terms, to the maximum extent of the coverage available for any Company          director or officer. Copies of all correspondence between the Company and the          company or companies providing such insurance shall be promptly delivered to          Indemnitee by the Company upon request of Indemnitee. The Company may, but will          not be required to, create a trust fund, grant a security interest or use other          means (including without limitation a letter of credit) to ensure the payment of          such amounts as may be necessary to satisfy its obligations to indemnify and          advance expenses pursuant to this Agreement. 

10.              **Subrogation**. In the event of payment under this Agreement,          the Company will be subrogated to the extent of such payment to all of the          related rights of recovery of Indemnitee against other persons or entities. The          Indemnitee will execute all papers reasonably required and will do everything          that may be reasonably necessary to secure such rights and enable the Company          effectively to bring suit to enforce such rights (all of Indemnitee’s          reasonable costs and expenses, including attorneys’ fees and disbursements,          to be reimbursed by or, at the option of Indemnitee, advanced by the Company). 

11.              **No Duplication of Payments**. The Company will not be liable          under this Agreement to make any payment in connection with any claim made          against Indemnitee to the extent Indemnitee has otherwise actually received          payment (under any insurance policy, the Articles or the Bylaws or otherwise) of          the amounts otherwise indemnifiable hereunder. 

12.              **Joint Defense**. Notwithstanding anything to the contrary          herein contained, if (i) Indemnitee elects to retain counsel in connection with          any Claim in respect of which indemnification may be sought by Indemnitee          against the Company pursuant to this Agreement and (ii) any other director or          officer of the Company may also be subject to liability arising out of such          Claim and in connection with such Claim may seek indemnification against the          Company pursuant to an agreement similar to this Agreement, Indemnitee, together          with such other persons, will employ counsel reasonably acceptable to all          indemnities and all such other persons to represent jointly Indemnitee and such          other persons unless the Board, upon the written request of Indemnitee          delivered to the Company (to the attention of the Secretary) setting forth in          reasonable detail the basis for such request, determines that such joint          representation would be precluded under the applicable standards of professional          conduct then prevailing under the law of the State of Delaware. If the Board          makes such a determination, then Indemnitee will be entitled to be represented          by separate counsel. In the event that the Board fails to act on such request          within 30 calendar days after receipt thereof by the Company, Indemnitee will be          deemed to be entitled to be represented by separate counsel in connection with          such Claim and the reasonable fees and expenses of such counsel shall be          Expenses subject to this Agreement. 

13.              **Successors and Binding Agreement**.(a) 

    (a)                 The Company will require any successor (whether direct or indirect, by purchase,          merger, consolidation, reorganization or otherwise) to all or substantially all          of the business or assets of the Company, by agreement in form and substance          satisfactory to Indemnitee, expressly to assume and agree to perform this          Agreement in the same manner and to the same extent the Company would be          required to perform if no such succession had taken place. This Agreement will          be binding upon and inure to the benefit of the Company and any successor to the          Company, including, without limitation, any person acquiring directly or          indirectly all or substantially all of the business or assets of the Company          whether by purchase, merger, consolidation, reorganization or otherwise (and          such successor will thereafter be deemed the “Company” for purposes of          this Agreement), but will not otherwise be assignable, transferable or delegable          by the Company. 

(b)              This Agreement will inure to the benefit of and be enforceable by the          Indemnitee’s personal or legal representatives, executors, administrators,          successors, heirs, distributees and legatees. 

(c)              This Agreement is personal in nature and neither of the parties hereto will,          without the consent of the other, assign, transfer or delegate this Agreement or          any rights or obligations hereunder except as expressly provided in Sections          13(a) and 13(b). Without limiting the generality or effect of the foregoing,          Indemnitee’s right to receive payments hereunder will not be assignable,          transferable or delegable, whether by pledge, creation of a security interest or          otherwise, other than by a transfer by the Indemnitee’s will or by the laws          of descent and distribution and, in the event of any attempted assignment or          transfer contrary to this Section 13(c), the Company will have no liability to          pay any amount so attempted to be assigned, transferred or delegated.

14.              **Notices**. For all purposes of this Agreement, all          communications, including without limitation notices, consents, requests or          approvals required or permitted to be given hereunder will be in writing and          will be deemed to have been duly given when hand delivered or dispatched by          digital or electronic transmission (with receipt thereof confirmed by machine          generated confirmation of delivery), or five calendar days after having been          mailed by United States registered or certified mail, return receipt requested,          postage prepaid, or one business day after having been sent for next-day          delivery by a nationally recognized overnight courier service, addressed to the          Company (to the attention of the Secretary of the Company) at its principal          executive office and to the Indemnitee at the Indemnitee’s principal          residence as shown in the Company’s most current records, or to such other          address as any party may have furnished to the other in writing and in          accordance herewith, except that notices of changes of address will be effective          only upon receipt. 

15.              **Governing Law**. The validity, interpretation, construction          and performance of this Agreement will be governed by and construed in          accordance with the substantive laws of the State of Delaware, without giving          effect to the principles of conflict of laws of such State. 

16.              **Validity**. If any provision of this Agreement or the          application of any provision hereof to any person or circumstance is held          invalid, unenforceable or otherwise illegal, the remainder of this Agreement and          the application of such provision to any other person or circumstance will not          be affected, and the provision held invalid, unenforceable or otherwise illegal          will be reformed to the extent necessary to make it enforceable, valid or legal. 

17.              **Miscellaneous**. No provision of this Agreement may be          waived, modified or discharged unless such waiver, modification or discharge is          agreed to in a writing signed by Indemnitee and the Company. No waiver by either          party hereto at any time of any breach by the other party hereto or compliance          with any condition or provision of this Agreement to be performed by such other          party will be deemed a waiver of similar or dissimilar provisions or conditions          at the same or at any prior or subsequent time. No agreements or          representations, oral or otherwise, expressed or implied with respect to the          subject matter hereof have been made by either party which are not set forth          expressly in this Agreement. References to Sections are to references to          Sections of this Agreement. 

18.              **Counterparts**. This Agreement may be executed in one or more          counterparts, each of which will be deemed to be an original but all of which          together will constitute one and the same agreement. 

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        **INWITNESS WHEREOF**, the parties to this Agreement have executed this Agreement as of thedate first above written. 
   THERAGENICS CORPORATION   By:      ________________ Name: Title:     Name:  ________________