-------------------------------------------------------------------------------
       Confidential Portions of this Document Indicated By an Asterisk (*)
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                     Have Been Redacted and Filed Separately
                                    With the
                       Securities and Exchange Commission









                          MARKETING AND SALES AGREEMENT


                                     BETWEEN


                THERAGENICS CORPORATION AND INDIGO MEDICAL, INC.


                            DATED AS OF MAY 30, 1997




<PAGE>


                                TABLE OF CONTENTS


ARTICLE 1 - BACKGROUND..................................................... 7


ARTICLE 2 - DEFINITIONS.................................................... 2


ARTICLE 3 - TERM........................................................... 5


ARTICLE 4 - RESPONSIBILITIES OF THE PARTIES................................ 6

   4.1 Manufacturing; Exclusivity; Product Changes; Device Improvements.... 6

   4.2 *______________________............................................. 7

   4.3 Pricing; *__________________........................................ 9

   4.4 Payment; Shipping................................................... 9

   4.5 Information to be Provided; Maintenance and Access to Records....... 9

   4.6 Indigo Obligations..................................................12

   4.7 Satisfaction of Marketing Effort Obligations........................13

   4.8 Forecasting; Customer Negotiation and Ordering Procedures...........13

   4.9 Professional and Clinical Support; Technical and Other Customer 
   Support.................................................................13

   4.10 Pd-103 Machine Schedules and Capital 
   Commitments;*_____________________________________________..............14

   4.11 Transition.........................................................16


ARTICLE 5 - DEVICE WARRANTIES AND SALES TERMS..............................16

   5.1  Device Warranties; Indigo's Rights of Inspection...................16

   5.2  Unwarranted Suspension by Indigo...................................16

   5.3  Suspension by Theragenics..........................................17

   5.4  Sales Terms........................................................17

   5.5  Theragenics' Liability For Defective Devices.......................17


ARTICLE 6 - REGULATORY COMPLIANCE..........................................18


ARTICLE 7 - RESPONSIBILITY FOR CLAIMS......................................20


ARTICLE 8 - CONTINUITY OF SUPPLY...........................................23


ARTICLE 9 - FOREIGN JURISDICTIONS; SECONDARY FIELDS........................24

   9.1 Foreign Jurisdictions...............................................24

   9.2 * _____________________.............................................27

   9.3 * _____________________.............................................28

   9.4 Indigo Acknowledgments..............................................28


ARTICLE 10 - PATENTS, TRADEMARKS AND SECRETS...............................29

   10.1   Patents..........................................................29

   10.2  Trademarks........................................................29

   10.3  Confidential Information..........................................30

   10.4  Ownership of Intellectual Property Rights Pertaining to 
         Developments......................................................31


ARTICLE 11 - TERMINATION...................................................31

   11.1  Theragenics' Failure or Breach....................................31

   11.2  Indigo's Failure or Breach........................................32

   11.3 Exclusivity Retention Payment; *__________________.................32

   11.4  Intellectual Property Issues......................................32

   11.5 Insolvency Event; Change of Law....................................33

   11.6 Lender Event.......................................................33

   11.7 FDA - Required Product Changes.....................................33

   11.8 Effect of Termination and Issuance of Notice of Termination........33

   11.9 Transition After Termination or Expiration.........................34

   11.10  Survival of Provisions...........................................34


ARTICLE 12 -  RESOLUTION OF DISPUTES.......................................36

   12.1  Dispute Resolution Procedures.....................................36

   12.2  Limitation........................................................37

   12.3  Suspension of Running of Time Periods; Monetary Disputes..........37


ARTICLE 13 - NON-COMPETITION COVENANT......................................38

   13.1  During Exclusivity Period.........................................38

   13.2 *_______________________...........................................38

   13.3  Affiliates........................................................38

   13.4  Theragenics' Acknowledgment.......................................39


ARTICLE 14 - MISCELLANEOUS.................................................40

   14.1 Theragenics Warranties.............................................40

   14.2  Assignment; Change of Control; Partial Assignment.................40

   14.3  Notices...........................................................41

   14.4  Relationship of Parties...........................................41

   14.5  No Waiver.........................................................42

   14.6  Governing Law.....................................................42

   14.7  Major Forces......................................................42

   14.8  Publicity.........................................................42

   14.9  Integration.......................................................43

   14.10 *________________.................................................43

   14.11 No Third Party Beneficiaries......................................43



<PAGE>



EXHIBITS

Exhibit A:               Device Specifications

Exhibit B:               *__________________________

Exhibit C:               Transfer Pricing

Exhibit D:               Forecasting, Customer Negotiation and Ordering 
                         Procedures

Exhibit E:               Pd-103 Machine Scheduling; Sales Performance Metric;
                         *____________________

Exhibit F:               Transition Plan

Exhibit G:               Sales Terms

Exhibit H:               Form of Delegation and Assumption Agreement

Exhibit I:               Manufacturing Process Areas that are Trade Secrets

Exhibit J:               Agreed Countries






[The Exhibits listed above will be furnished supplementally to the Securities 
and Exchange Commission upon request.]


<PAGE>






                          MARKETING AND SALES AGREEMENT
        This is an Agreement  (this  "Agreement")  dated and effective as of May
30, 1997 ("Effective Date"), by and between Indigo Medical,  Inc., a corporation
organized under the laws of the State of Delaware,  having a business address at
4545 Creek Road, Cincinnati,  Ohio 45242 ("Indigo");  Theragenics Corporation, a
corporation organized under the laws of the State of Delaware, having a business
address at 5325 Oakbrook Parkway, Norcross, Georgia 30093 ("Theragenics"); and,
*_________________________________________________.

         ARTICLE 1 - BACKGROUND
        1.1 Indigo  develops,  manufactures  and  markets  products  used in the
diagnosis,  treatment and  prevention of urologic  disorders,  including a laser
system for the treatment of soft tissue in the urinary tract.
        1.2 Theragenics has developed, and manufactures, markets and distributes
an interstitial seed ("Seed") for the treatment of cancer which Seed Theragenics
has represented to Indigo is covered by certain patents owned by Theragenics.
        1.3 Indigo desires to market and sell the Seed  throughout the world for
use in the treatment of prostate cancer. Correspondingly, Theragenics desires to
produce Seeds for Indigo and to ship Seeds to customers designated by Indigo for
this purpose.


        1.4*____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________, and the like, it has been Theragenics' experience that in the 
ordinary course of business approximately  *_________________of all orders 
placed  cannot be filled because the exact Seeds ordered are not on hand at the 
time requested. In addition, due to inherent characteristics of the Seed 
manufacturing process, the normal variability of actual Seed dose activity 
around the targeted  activity level for a given batch, manufacturing capacity 
limitations, and the limited shelf life of the Seed resulting from the rapid 
decay rate of Palladium-103, Theragenics can not guarantee that any particular  
quantity of Seeds having any given dose activity level will be available on any 
given day, and the match between Seeds requested by customers for delivery 
within a given time period and the Seeds available for delivery during that 
period  involves an element of chance. Various provisions in this Agreement take
these factors into account.
         Therefore,  the Parties  hereby agree that Indigo shall market and sell
the Seed and Theragenics shall produce and ship Seeds for Indigo,  each upon the
terms and conditions set forth below:

         ARTICLE 2 - DEFINITIONS
        The following terms, when used with initial capital letters,  shall have
the following meanings:

         "Additional Rights" - see Article 9.3.
         "Additional Rights For Approved Secondary Field" - see Article 9.2.
         "Affiliate" is any corporation,  partnership, limited liability company
or other entity that  directly or  indirectly  controls,  is controlled by or is
under  common  control  with  Indigo.  "Control"  (including,  with  correlative
meaning,  the terms  "controlled by" and "under common control  with"),  as used
with  respect to any such  entity,  is (a) the  ownership  of 50% or more of the
voting securities of such entity or (b) the ability,  directly or indirectly, to
elect at least a majority of the board of directors (or the controlling body) of
such entity.
        "Agreed Country" - see Article 9.1(a).
        "Agreement" - see introductory paragraph.
        * _____________________________ - see Article 9.2.
        "Capacity Minimum Amount" - see Exhibit E.
        A  "Change  of  Control"  shall be deemed  to have  occurred  if (A) any
"person"  (as such term is used in  Sections  13(d) and 14(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of securities of  Theragenics  representing  25% or more of the
combined voting power of Theragenics'  then outstanding  securities;  or (B) the
stockholders  of Theragenics  approve a merger or  consolidation  of Theragenics
with or into any other corporation,  other than a merger or consolidation  which
would result in the voting  securities of  Theragenics  outstanding  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being converted into voting  securities of the surviving entity) at least 80% of
the  combined  voting  power of the voting  securities  of  Theragenics  or such
surviving entity outstanding immediately after such merger or consolidation,  or
the  stockholders  of  Theragenics  approve a plan of  complete  liquidation  of
Theragenics or an agreement for the sale or disposition by Theragenics of all or
substantially all of Theragenics' assets.
        "Claim" - see Article 7.3.
        "Claimant" - see Article 12.3(b).
        "Competing Radioactive Device" - see Article 13.1.
        "Customer" is any party purchasing or otherwise  acquiring  Devices from
Indigo hereunder for use in the Field, or, as the context requires, the party to
whom  Theragenics  is directed by Indigo to ship  Devices on Indigo's  behalf in
accordance  with Article 4.4, if different  from the party taking title thereto.
The term  includes  the  pre-existing  customers of  Theragenics  as well as new
Customers  developed by either Party  during the term hereof.  Unless  otherwise
approved  in writing  by  Theragenics,  all  Customers  must be either  licensed
healthcare  providers  who also have the  appropriate  licenses  to receive  the
Device, or third-party payer organizations (such as insurers, health maintenance
organizations,  hospital chains, group purchasing  organizations that are buying
only for their  members,  or the like) who may order the Device for  delivery to
such licensed healthcare providers.
        "Delegate Affiliate" - see Article 14.2.
        "Depository" - see Article 8.2.
        "Developed  Intellectual Property" is any patents,  patent applications,
copyrights, trademarks or trade secrets developed or created after the Effective
Date.
        "Device"   is  the   implantable   titanium   encapsulated   radioactive
Palladium-103  seed for the treatment of cancer  described in greater  detail in
the Specifications,  and all Device Improvements.  As of the Effective Date, the
Device is labeled under the TheraSeed (R) trademark.
        "Device Capacity" -  see Exhibit E.
        "Device  Improvement"  is  any  adaptation,   improvement,  redesign  or
modification of the Device that is included in the  Specifications in accordance
with Article 4.1.
        "Dispute" - see Article 12.1.
        "EES" - see introductory paragraph.
        "Effective Date" - see introductory paragraph.
        "Excess Pd-103 Machines - see Exhibit E.
        "Exclusivity  Period" is the period  commencing  with the Effective Date
during which Indigo has the exclusive right to market and sell the Device in the
Field in the United States.
        * ______________________________________ - see Article 4.2(a).
        "Exclusivity Retention Payment"- see Article 4.2(a).
        "Field" is the treatment of prostate cancer.
        "First  Commercial  Sale"  is the  first  delivery  of the  Device  to a
Customer by Theragenics on behalf of Indigo  provided that the delivered  Device
fully meets the Specifications.
        "First  Contract Year" is the period  commencing on the first day of the
first  calendar  month  following  the  date of the  First  Commercial  Sale and
extending  to December  31,  1997.  The  calendar  years  during the term hereof
following the First Contract Year shall be referred to as the "Second", "Third",
"Fourth", etc. Contract Years, respectively,  and each shall be referred to as a
"Contract Year."
       "Indigo" - see introductory paragraph.
       "Insolvency Event" is the occurrence of any of the following events with 
respect to a Party:
        (a)     the Party shall admit in writing its inability,  or be generally
unable, to pay its debts as such debts become due; or
        (b) the Party shall (1) apply for or consent to the  appointment  of, or
the taking of  possession  by, a receiver,  custodian,  trustee or liquidator of
itself  or of all or a  substantial  part of its  property,  (2) make a  general
assignment for the benefit of its creditors, (3) commence a voluntary case under
the  United  States  Bankruptcy  Code,  as  now  or  hereafter  in  effect  (the
"Bankruptcy  Code"),  (4) file a petition seeking to take advantage of any other
law  relating  to  bankruptcy,   insolvency,   reorganization,   winding-up,  or
composition  or  readjustment  of debts,  (5) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in
any involuntary case under the Bankruptcy Code, or (6) take any corporate action
for the purpose of effecting any of the foregoing; or
        (c) A proceeding  or case shall be  commenced  against that Party in any
court of competent  jurisdiction,  seeking (1) its liquidation,  reorganization,
dissolution or winding-up,  or the composition or readjustment of its debts, (2)
the  appointment of a trustee,  receiver,  custodian,  liquidator or the like of
that  Party or of all or any  substantial  part of its  assets,  or (3)  similar
relief in respect of the Party under any law relating to bankruptcy, insolvency,
reorganization,  winding-up, or composition or adjustment of debts, or an order,
judgment or decree  approving or ordering any of the foregoing  shall be entered
and  continue  unstayed  and in effect for a period of 60 days;  or an order for
relief  against  that Party  shall be entered in an  involuntary  case under the
Bankruptcy Code.
        "Lender" - see Article 11.6.
        "Lender Event" - see Article 11.6.
        * ____________________________ - see Article 4.2(c).
        "Net Sales" - see Exhibit C.
        "New Country" - see Article 9.1(b).
        * ________________ - see Article 9.3.
        "Party" is either Theragenics or Indigo.
        "Parties" are Theragenics and Indigo.
        "Patents" are: U.S. Patent 5,405,309; U.S. Patent 4,784,116; U.S. Patent
4,702,228;   all  foreign  counterparts  of  such  patents;  all  continuations,
continuations-in-part, and divisionals of such patents and patent application as
well as renewals, reissues, reexaminations,  extensions, and patents of addition
and patents of importation. Furthermore, Patents shall also include each patent,
U.S. or foreign,  that Theragenics owns or as to which  Theragenics is empowered
to grant a license or  sublicense  to Indigo prior to or during the term of this
Agreement,  the practice of which is reasonably  necessary for Indigo to use and
sell the Device as  contemplated  by this Agreement and for Customers to use the
Device.
        "Pd-103 Machine" - see Exhibit  E.
        "Prohibited Competitive Activity" - see Article 13.1.
        * __________________ - see Article 4.2(b).
        "QA Auditor" - see Article 6.4(b).
        "Regulatory  Authority"  is  (i)  all  applicable  statutes,  laws,  and
regulations, including, without limitation, current good manufacturing practices
("cGMP") promulgated by the United States Food and Drug Administration  ("FDA"),
or  relating to the use,  handling,  storage and  disposal  of  radioactive  and
nonradioactive chemical substances, materials and permits and licenses issued or
required  in  connection  therewith;  and (ii) any  applicable  export or import
control regulations to the extent assumed by Theragenics.
        "Sales Performance Metric" - see Exhibit E.
        "Specifications"  are the  specifications  set forth in Exhibit A except
that the  standard  operating  procedures  (SOP's)  referred  to therein are for
reference  purposes only and for purposes of this Agreement  shall not be deemed
part of the  Specifications.  The  Specifications may only be modified by mutual
consent of the Parties,  for example,  to  incorporate  the  specifications  for
Device Improvements.
        "Theragenics" - see introductory paragraph.
        "Trade Secrets" are those matters  relating to the Device  manufacturing
process   that  are  referred  to  or  described  in  Exhibit  I  plus  any  new
manufacturing  trade secrets  discovered or implemented by Theragenics after the
date hereof.
        "Trademarks"   are  (i)  U.S.   Trademark   Registration   No.1,603,353,
"TheraSeed";   (ii)  the  Theragenics  nuclear  medicine  logo;  and  (iii)  the
"Theragenics" name, unregistered.
        "Transfer  Price"  is the  price  to be paid by  Indigo  to  Theragenics
pursuant  to Article  4.3(a)  for each  fully  functional  Device  delivered  to
Customers that meets the Specifications therefor.


         ARTICLE 3 - TERM

        The initial  term of this  Agreement  shall be for a period of seven (7)
years from the Effective Date unless earlier  terminated  pursuant to Article 11
or as otherwise  expressly provided herein.  After the initial 7-year term, this
Agreement  shall be  automatically  renewed for successive  three (3) year terms
unless Indigo  provides  Theragenics  with written notice of Indigo's  intent to
terminate this Agreement at least one year prior to the end of such initial term
or any extended term of this Agreement.


         ARTICLE 4 - RESPONSIBILITIES OF THE PARTIES

        4.1   Manufacturing; Exclusivity; Product Changes; Device Improvements.
        (a)  Theragenics  shall  manufacture  the Device in accordance  with the
Specifications  and shall ship the Device to Customers  pursuant to Article 4.4.
The  Parties  acknowledge  that  neither  Party can control the use to which any
purchaser of the Device will put the Device and that neither Party will hold the
other  party  responsible  for  any  such  use  that is  contrary  to any of the
restrictions or other  obligations of such Party hereunder so long as such Party
did  not  knowingly  market  and  sell  the  Device  in  contravention  of  such
restriction  or  obligation  or with the  intent  to evade  such  obligation  or
restriction.  During the  Exclusivity  Period,  Theragenics  shall not knowingly
market  or sell  the  Device  for  use in the  Field  in any  country  or  other
jurisdiction to any third party, including any Customers or through distributors
or  otherwise,  except as otherwise  provided  herein,  and shall include in any
agreement entered into by Theragenics with any distributor or other re-seller of
Devices that such party is expressly  prohibited  from marketing and selling the
Device in the Field.
        (b)  Theragenics  shall give Indigo prior written notice of any decision
to change  (including  any such decision  resulting from FDA  requirements)  the
form, fit, function, components or material of the Device, the site at which the
Device is manufactured,  or, in any material  respect,  the process by which the
Device is manufactured, packaged or labeled; provided, however, that if any such
change involves Trade Secrets then Theragenics shall be required to disclose the
pendency of such change but not the nature of such change. Indigo shall have the
right to test any Device made after implementation of such change.  Indigo shall
not be required  to sell any Device  manufactured  after such change  shall have
been  implemented  if the  Device  does not  conform to the  Specifications.  If
Theragenics  effects such change  because it is required to do so as a result of
any  change to FDA  requirements  and  Indigo  elects  not to sell such  changed
Device, either Party may issue a notice of termination as follows:
                Within 30 days after receipt of written notice from  Theragenics
        of the required changes in the Device,  Indigo shall notify  Theragenics
        whether  Indigo is willing to sell the new  version  of the  Device.  If
        Indigo declines to sell the new version, either party may issue a notice
        of termination,  which shall become effective either (i) immediately, if
        the original version of the Device is already withdrawn from the market,
        or (ii) if such  withdrawal  has not occurred at the time such notice is
        given, upon the earlier of (A) withdrawal of the original version of the
        Device  from the  market  and (B) the date that is sixty (60) days after
        such notice is given.

        (c)  Theragenics  shall give Indigo prior written notice of any decision
to change  (including  any such decision  resulting from FDA  requirements)  the
finished  goods  inspection  process  for the Device and shall not make any such
change  without the prior  written  consent of Indigo which consent shall not be
unreasonably withheld.
        (d) The Parties shall negotiate in good faith the  incorporation  of any
Device  Improvements into the  Specifications  and the allocation of development
costs for any Device  incorporating  such Device  Improvements  that the Parties
mutually  agree  to  develop.  Notwithstanding  the  preceding  sentence,  costs
incurred to meet any Device  Improvements  that are  required by any  Regulatory
Authority shall be borne entirely by Theragenics,  subject to Theragenics' right
to terminate this Agreement pursuant to Article 11.5(b).

         4.2      *______________________.
        (a) The Parties  anticipate that Indigo will purchase an aggregate of at
least  *____________  units of the  Device  during the  period  commencing  with
January 1, 1998 and ending on December 31, 1999,  subject to  adjustment  as set
forth  in  Article   4.2(c)  (such  number  of  units,   as  so  adjusted,   the
*_______________). If the *_______________________________is not met, Indigo may
elect to pay Theragenics (such payment, the "Exclusivity Retention Payment") the
lesser  of (a) the  number  of  units by  which  the *  ________________________
exceeds the number of Devices  purchased by Indigo during that two-year  period,
*________ and (b)*_________;  provided,  however, that if Indigo elects not make
the Exclusivity  Retention Payment, if any, then either Party may issue a notice
of termination but Indigo's failure to make such Initial Retention Payment shall
not be a breach by Indigo of any of its obligations under this Agreement.

        (b) For the year 2000 and  thereafter  for each Contract Year during the
Exclusivity  Period  until  such time as Indigo  shall  have  issued a notice of
termination  pursuant to the last  sentence of this  clause  (b),  Indigo  shall
purchase during each calendar quarter of such Contract Year at least
*______________________________________________________________________________ 
 *(______________________________).  In the event  Indigo does not fulfill  such
performance  metric for such  calendar  quarter other than as a result of any of
the  occurrences  set forth in Exhibit B, Indigo shall pay Theragenics an amount
determined in accordance  with  paragraph  IV.B. of Exhibit E. In the event that
Indigo is required to make any payment under this clause (b) with respect to any
calendar quarter, Indigo may, within 30 days after the due date of such payment,
issue a notice of termination in which case Indigo shall not have any obligation
to purchase Devices in any future calendar  quarter;  but this shall not relieve
Indigo of its obligation for the payment due in respect of the previous quarter,
and failure to make such payment shall constitute a breach by Indigo.
        (c) The * __________________________and each * ________________ shall be
reduced for any applicable  calendar quarter (or other  agreed-upon  measurement
period) in the circumstances  (each  circumstance,  a *  ______________)  and in
accordance  with the  provisions  set forth in Exhibit B. For  purposes  of this
Article 4.2 and Article  4.10, a Device  shall be deemed to have been  purchased
when such Device is shipped to a Customer.


<PAGE>




         4.3      Pricing; *_____________.

                (a)  During  the term of this  Agreement,  Indigo  shall pay the
applicable  Transfer Price for Devices  delivered to any Customer  determined by
the  calendar  year in which  the  Device  is  delivered  to such  Customer,  in
accordance with the transfer prices shown in Exhibit C.

                (b) In addition to the Transfer  Price,  during the term of this
Agreement, Indigo shall pay any amounts owed Theragenics pursuant to clause b of
Exhibit C, subject to Article 4.10(b)(iii)(B).


         4.4      Payment; Shipping.
        Indigo shall pay Theragenics  amounts due in accordance with Article 4.3
for  delivery of Devices to Customers  within  thirty (30) days from the date of
invoice.  The date of invoice  shall not be earlier  than the date of  shipment.
Theragenics  shall not ship any Devices to any  Customers  except in  accordance
with  instructions  given by Indigo to  Theragenics.  The Transfer Prices do not
include  shipping and handling,  which will be invoiced to and paid by Indigo in
addition  to the  applicable  Transfer  Price.  Theragenics  shall  ship  to any
location chosen by Indigo that is (a) within any jurisdiction in which Indigo is
then  authorized  to market and sell the Device  and (b)  authorized  to receive
radioactive  materials  such as the  Device,  utilizing  carriers  chosen  by or
agreeable to Theragenics. Title passes to Indigo upon shipment, but risk of loss
with  respect to the Device shall  remain with  Theragenics  until the Device is
delivered to the Customer. Theragenics will pack the Device in a manner suitable
for  shipment  to enable  the  Device to  withstand  the  effects  of  shipping,
including  handling  during  loading and unloading,  all in accordance  with the
Specifications.   In  addition  to  any  other  remedies   available  under  the
circumstances,  in the event  Indigo is in  default of its  payment  obligations
under this Article 4,  Theragenics  may, after fifteen (15) business days' prior
written notice to Indigo, either (i) suspend further shipment of Devices or (ii)
condition  shipment  upon receipt of payment from the Customer or Indigo,  until
Indigo is no longer in such default.

         4.5      Information to be Provided; Maintenance and Access to Records
                (a) Theragenics shall provide the following  information  and/or
services at no cost to Indigo:
                         (i)        necessary data, descriptions, processes,  
photographs and statements of claims for safety, efficacy or performance so that
Indigo may prepare sales and promotional literature relating to the Device, 
except portions  containing or otherwise revealing Trade Secrets;
                         (ii)       technical data to allow Indigo to prepare  
up-to-date   customer instruction for the Device;
                         (iii)      copies of all U.S.  and foreign  regulatory 
submissions,  including the 510(k) and documentation  then in existence 
substantiating  regulatory  positions, except portions containing Trade Secrets;
                         (iv)       any labeling,  inserts,  sales literature,  
or customer  instruction prepared by Theragenics relating to the Device;
                         (v)        Customer identifying information, including 
contact information for Customers and potential Customers known to Theragenics;
                         (vi)       introductions to Theragenics'  consultants  
on  matters  such  as reimbursement, sales, marketing and after-sale support;
                         (vii) review of all training materials and sales aids
developed by Indigo with  relation  to  the  Device.   No  such  review  shall 
relieve Indigo of responsibility for the accuracy of such training materials and
sales aids, or from Indigo's indemnity with respect thereto under Article 7.2;
                         (viii)  within  seven (7) days after each week during
the term of this Agreement,  the number of  Devices  shipped  during  such week 
and the number of Devices produced during such week; and
                         (ix)     all other information reasonably requested 
by Indigo, in a mutually agreed format and level of detail (which, if Indigo so
elects, would include the format and detail of the information  provided by 
Theragenics to Indigo prior tonthe  Effective  Date) in order to enable  Indigo 
to help determine the Device Capacity of the Pd-103  Machines which shall  not  
include  (A)  historical production information for periods prior to the 
Effective  Date or (B) Trade Secrets.
                  (b) Indigo  shall  provide the  following  information  and/or
services at no cost to Theragenics:
                         (i)  Information reasonably requested by Theragenics 
and in Indigo's possession regarding Device sales and trends, estimated  Device 
volume requirements, Customer composition and market shifts, and Device 
performance, including all results of any clinical studies or trials, clinical  
protocol research and  development, quality of life studies, and the like to the
extent related to the Device; and
                         (ii) Customer identifying information, including 
contact information for Customers and potential Customers known to Indigo. 
(c) Indigo shall maintain and retain all records relating to Customer pricing,
sales,  contracts,  invoices, accounts,  complaints and other transactions  
relating to the Device,  including accounting records, for a minimum period of 
three (3) years from the date of the completion of the transaction from which 
such records arose, or for such longer period as required by applicable 
Regulatory  Authority.  Theragenics shall have the right during regular business
hours,  from time to time during the term of this Agreement, to inspect the 
accounts, financial records and other information maintained  by Indigo, but not
more than one time during any Contract  Year, in connection with its activities 
hereunder,  as reasonably necessary in order to:
(i) verify the method and manner by which Indigo is promoting  and  distributing
the Device;  (ii) to verify,  through an independent  auditing firm as specified
below, any amounts due under clause b of Exhibit C; and (iii) to review Indigo's
compliance with warranty and sales documentation requirements.  Similarly, for a
period  of  one  year  after   termination  or  expiration  of  this  Agreement,
Theragenics  shall have the right to inspect  Indigo's  records as  necessary to
determine Indigo's compliance with its payment obligations.  Any such inspection
may be delegated to an independent  auditing  firm,  provided that such firm has
entered  into a  non-disclosure  agreement  in  form  and  substance  reasonably
acceptable to Indigo's counsel.
                  (d) Theragenics shall maintain and retain all records relating
to  manufacturing  of the Devices for sale to Customers,  sales and shipments to
Customers, invoices, accounts, complaints and other transactions relating to the
Device or its manufacture, including accounting records, for a minimum period of
three (3) years from the date of the  completion of the  transaction  from which
such  records  arose,  or for such longer  period as required by any  Regulatory
Authority.  Indigo  shall  have the  right,  from  time to time  during  regular
business  hours  during the term of this  Agreement,  but not more than once per
Contract Year, to inspect the accounts,  financial records and other information
maintained  by  Theragenics  in connection  with its  activities  hereunder,  as
reasonably  necessary  in order to:  (i)  verify  the method and manner by which
Theragenics is allocating (as between Indigo and other buyers) the output of the
Pd-103 Machines that are dedicated to meeting Indigo's Device requirements under
this Agreement; (ii) verify Indigo's account status with Theragenics;  and (iii)
through an  independent  auditing  firm,  to verify any  amounts  that Indigo is
billed for pursuant to Article 4.10 (i.e., *_____________________________) which
auditing firm will  disclose to Indigo only the  aggregate  amount of such cost;
provided;  however, that in no event will Theragenics be required to disclose to
Indigo any of the following:  (A) any third party  contracts with  purchasers of
Devices, (B) the identity of such purchasers, (C) the price at which Theragenics
sells the Devices to such purchasers, (D) any other information relating thereto
that  Theragenics  is required to keep  confidential  or (E) any Trade  Secrets.
Similarly,  for a period of one year after  termination  or  expiration  of this
Agreement,  Indigo  shall  have the right to  inspect  Theragenics'  records  as
necessary to verify Theragenics'  account status with Indigo and for a period of
two years after  termination or expiration of this Agreement,  to verify through
an independent auditing firm as specified above, any amounts owed by Indigo that
Indigo is billed for pursuant to Article 11.8(c) or 11.8(d). Any such inspection
may be delegated to an independent  auditing  firm,  provided that such firm has
entered  into a  non-disclosure  agreement  in  form  and  substance  reasonably
acceptable to Theragenics' counsel.

         4.6      Indigo Obligations.
          In marketing the Device, Indigo shall:
                (a) Avoid deceptive, misleading, or unethical practices that are
or might be detrimental to Theragenics,  the Device,  Customers,  or the public,
including  any  disparagement  of  Theragenics  or the Device,  make no false or
misleading representations with regard to Theragenics or the Device, and refrain
from publishing or employing any misleading or deceptive advertising material.
                (b)  Use  reasonable   efforts  (which  shall  not  include  the
expenditure of any  out-of-pocket  money) to (i) assist Customers that desire to
order Devices to obtain any required licensure for receiving the Device and (ii)
verify that the Customers are licensed to receive the Device.
                (c)  Comply  in  all  material   respects  with  all  applicable
governmental  laws  and  regulations  relating  to  its  activities   hereunder,
including reporting and licensure requirements.
                (d) Not sell the  Device to any  person or  entity  who,  to the
actual knowledge of Indigo, intends to use the Device (i) for applications other
than in the Field;  (ii) for applications in any jurisdiction in which Indigo is
not then  authorized  to market and sell the Device;  or (iii) for any  unlawful
purpose.
                (e) Not sell the Device through  subdistributors  or independent
sales agents without the prior written  approval of Theragenics,  except that no
such  approval is required  for Indigo to sell the Device  through any  Delegate
Affiliates.
                (f) Notify  Theragenics  of any adverse  incidents or complaints
regarding the Device of which Indigo becomes aware.
                (g) Prior to the First  Commercial  Sale, and again prior to the
end of each Contract Year during the Exclusivity Period, upon written request by
Theragenics  at least  thirty  (30)  days in  advance,  Indigo  shall  meet with
Theragenics to review Indigo's  marketing plans (the "Marketing  Plans") for the
sale and  support  of  Devices in the Field for the  subsequent  Contract  Year.
Theragenics  and Indigo  will each make  appropriate  members of its  management
available  for such  review at such date,  time and place as the  Parties  shall
agree to. The Marketing  Plans shall cover some or all of the following areas or
activities;  sales promotion;  sales force staffing and  assignments;  marketing
programs for group purchasing organizations,  hospitals,  payers, clinicians and
patients;  pricing;  and conventions.  The Marketing Plans may also refer to the
professional  and  clinical  support  activities  described  elsewhere  in  this
Agreement,  and their coordination with the conventional  marketing  activities.
The Marketing  Plans will include such of the foregoing  areas or activities and
such additional  areas or activities,  as Indigo deems necessary in its sole and
absolute  discretion to support the sale of the Device in the  jurisdictions  in
which it is then authorized to market and sell the Device hereunder. Theragenics
shall be entitled to comment on the Marketing Plans and their  interaction  with
and impact on Theragenics'  activities hereunder,  but Theragenics shall have no
right to approve or veto any action that Indigo deems necessary to take pursuant
to the  Marketing  Plans,  so long as the action  otherwise  complies  with this
Agreement  and does not require  Theragenics'  approval  under other  provisions
hereof; likewise,  Indigo shall have no right to require Theragenics to take any
particular action in support of the Marketing Plans.
                (h) After  presentation and mutual review of the Marketing Plans
as described  above,  Indigo will,  upon written request by Theragenics at least
thirty (30) days in advance,  present an overview of the Marketing  Plans to the
Board of Directors of Theragenics.
                (i) The Marketing Plans shall be deemed Confidential Information
by the Parties and shall be subject to the confidentiality  provisions set forth
in Article 10.3.

         4.7      Satisfaction of Marketing Effort Obligations
                Theragenics      acknowledges      and     agrees     that    *
________________________  shall be deemed  complete  satisfaction of any implied
duty which could be imposed upon Indigo to commercially exploit its rights under
this  Agreement,  and is accepted by  Theragenics in lieu of any best efforts or
other  obligation on the part of Indigo to devote any particular level of effort
or investment to the marketing of the Device.  The foregoing does not,  however,
relieve Indigo of any other obligation expressly provided for in this Agreement.

         4.8      Forecasting; Customer Negotiation and Ordering Procedures.
        To optimize  the number of  Customer  requests  that may be filled,  the
Parties agree to implement the  forecasting,  Customer  negotiation and ordering
procedures described in Exhibit D.

         4.9      Professional and Clinical Support; Technical and Other 
Customer Support. Indigo shall be  responsible  for  education and training of 
Customers  and the  physicians  working therein  that use the  Device in the 
Field. Theragenics shall cooperate with Indigo in the development of education  
and  training  materials  as  Indigo reasonably requires.

        Indigo  acknowledges  concerns  raised  by  Theragenics  about  on-going
support,  by  Indigo  to the  brachytherapy  business  in areas of  professional
education and clinical  education and clinical and economic  outcomes  research.
Accordingly, Indigo commits to activities in the following areas:

        (a) Indigo  agrees to support  workshops  and  educational  programs  to
facilitate  the  advancement  of  brachytherapy  and the use of the  Device,  to
include,  but not limited to programs  designed and facilitated by Indigo at the
*___________________,  as per a schedule, to commence in 1st quarter 1998 and to
be made available to Theragenics. Examples of workshops may include, but are not
limited to: *__________________________________.


<PAGE>



        (b) Indigo will continue to evaluate  existing  Device data to determine
the     need     for      further      development      and      support      of
*__________________________________in  accordance  with  procedures  established
through the Indigo Research and Grants  process,  in accordance with FDA and AMA
guidelines.

        (c) Indigo will * _____________________________________________________
_____________________________________________________________clinical needs and 
research interests.

        (d)  Indigo  will   support/takeover  the  "Cancer  Information  Center"
established and currently  managed by  Theragenics,  according to the transition
plan set forth in Exhibit F, with the intent of supplying  educational materials
to all interested  callers on the treatment  options for prostate  cancer.  This
will include the supply of written and verbal  information  in  accordance  with
Indigo's regulatory guidelines.

        (e) Indigo  will  provide  support,  either by itself or  through  third
parties, to customers on an as needed basis, as reasonably determined by Indigo,
in the areas of *_______________________________________________________________
_________________ to the extent related to such Customer's use of the Device in 
the Field.


         4.10     Pd-103 Machine Schedules and Capital Commitments;
*__________________________________________________

                (a) In  accordance  with the  process set forth in Exhibit E the
Parties shall use reasonable  efforts to develop the Pd-103 Machine schedule for
each Contract Year commencing with the Third Contract Year.
                (b) In the event the  Parties are unable to reach  agreement  on
the Pd-103  Machine  schedule for any Contract  Year  commencing  with the Third
Contract  Year,  on or before  the  applicable  Projection  Date (as  defined in
Exhibit  E), or are unable to agree  upon the same on or before  any  applicable
Commitment  Date (as defined in Exhibit  E), (or any matter used in  determining
the schedule, such as the Device Capacity or Sales Forecast) the matter shall be
settled in accordance with Article 12. In the event that a Dispute regarding any
such Pd-103 Machine schedule is sent to arbitration  pursuant to Article 12.1(c)
the  arbitrator  in  rendering  his/her  decision  shall take into  account  the
existing  market  conditions,  the cost of Pd-103  Machines  and  their  product
capacity and such other factors as he/she deems necessary in order to accomplish
a fair balancing of the interests of the Parties under the circumstances.  If an
arbitrator settles such dispute any of the following may occur:
                         (i) Both  Parties may agree to accept the arbitrator's
determination  and accept the Pd-103 Machine  schedule so determined in which 
case the  provisions set forth in Article  4.10(c) shall apply; or
                         (ii)  Indigo may  decline  to accept  the  arbitrator's
determinations if the Pd-103 Machine  schedule  so  determined  would  require  
the  purchase  of more Pd-103 Machines than Indigo's sales forecast for the 
applicable period would require in which event Theragenics may issue a notice 
of termination in which case upon the effective   date  of  such   termination, 
Indigo   will  be   subject  to  the non-competition covenant set forth in 
Article 13.2; or
                         (iii)   Theragenics   may   decline   to   accept   the
arbitrator's determination if the
Pd-103 Machine  schedule so determined would require the purchase of more Pd-103
Machines than  Theragenics  had been  negotiating  for in its  discussions  with
Indigo for such schedule in which case Indigo may either:  (A) issue a notice of
termination  in which case upon the effective  date of such  termination  Indigo
will not be subject to any  non-competition  covenant including the covenant set
forth in Article 13; or (B) disregard the arbitrator's  determination  and agree
to the  Pd-103  Machine  schedule  proposed  by  Theragenics  in which  case the
Exclusivity  Period  shall  continue  and  unless  and  until  such  time as (y)
Theragenics shall have installed the last of the Pd-103 Machines provided for in
the Pd-103 Machine  schedule  determined by the  arbitrator or (z)  Theragenics'
actual  production  capacity is shown to equal or exceed that  determined by the
arbitrator, the provision set forth in clause b of Exhibit C,
*__________________________________________________________.
                (c) *_________________________________________________________
______________________________________________________________________________
____________________________________________________ .
                (d)  Within  thirty  (30) days  after  the end of each  calendar
quarter  commencing  with the first calendar  quarter of the Third Contract Year
(i.e.,  1999),  Theragenics shall give Indigo an invoice accompanied by a detail
of the computation of any amount due pursuant to Article  4.10(c).  Indigo shall
have fourteen  (14)  calendar days after receipt  thereof to review such invoice
and accompanying detail and raise with Theragenics any issues pertaining thereto
by giving  Theragenics  written notice thereof within said time period.  If such
notice is not given by Indigo then Indigo shall pay said amounts  within  thirty
(30) days after receipt of such invoice. If such notice is given by Indigo, then
the parties  shall  attempt to resolve such issues for seven (7)  calendar  days
after Indigo's notice is received by  Theragenics.  If not so resolved then such
matter will become a Dispute and will be resolved in accordance with Article 12.
                (e)  During  the  term  of  this  Agreement,  orders  placed  or
forecasted  for the Pd-103  Machines  shall be used or reserved  for use to fill
orders from  Customers  on a priority  basis before all other uses of the Pd-103
Machines. To the extent there exists any excess capacity,  Theragenics shall use
reasonable   commercial  efforts  to  utilize  such  excess  capacity  and  such
utilization  shall  reduce the amount of the  shortfall  referred to above;  but
Theragenics  shall not be  required to utilize  this excess  capacity to produce
other products or to produce Devices not covered by this Agreement if the effect
thereof would be to  underutilize  the capacity of  manufacturing  facilities or
equipment purchased by Theragenics at its own expense and risk.


         4.11     Transition.
        The Parties  shall  follow the  business  transition  plan  described in
Exhibit F.


         ARTICLE 5 - DEVICE WARRANTIES AND SALES TERMS


         5.1  Device Warranties; Indigo's Rights of Inspection.
        Theragenics  warrants to Indigo that the Devices  delivered to Customers
pursuant  to this  Agreement  shall  be  manufactured  in  accordance  with  the
Specifications,  and that the Device so  delivered  shall be free from  material
defects in design, construction, materials and workmanship. In addition to other
audit  rights of Indigo  hereunder,  Indigo  may  inspect  from time to time any
finished  device  inspection and device  history  records with regard to Devices
shipped   hereunder,   on  a  sample  basis,  to  ensure   conformity  with  the
Specifications.  If this inspection shows a failure to meet the  Specifications,
which failure Indigo  concludes  poses a risk to the health of the patient or to
the clinical efficacy of the Devices or constituted or the continued shipment of
Devices  would  constitute a violation of law or  regulation  of any  Regulatory
Authority,  then Indigo  may,  at its  discretion,  suspend  distribution  until
Theragenics has either implemented appropriate modifications to its pre-shipment
inspection procedures designed to prevent shipment of Devices suffering from the
noted  defects,  or  identified  a root cause for the  failure  and  implemented
appropriate  corrective  action  reasonably  acceptable to the Parties.  Minimum
purchase  requirements  shall be reduced during the corrective  action period as
set forth in Exhibit  B. For all other  non-conformities  to the  Specifications
that come to Theragenics' attention,  Theragenics shall investigate and identify
the root cause of such failure and implement appropriate  corrective action. Any
inspection  by  Indigo  shall  not  relieve  Theragenics  of its  obligation  to
manufacture  Devices that meet the Specifications and comply with all applicable
Regulatory Authority compliance audit or quality system review requirements.


         5.2  Unwarranted Suspension by Indigo.
          If Indigo  suspends  distribution on any of the bases set forth in the
third sentence of Article 5.1 and it is subsequently determined by an arbitrator
that Indigo was not  reasonable  in its  conclusion  that such basis  exists for
suspension of distribution, then the  *__________________________________ or any
*______________  as applicable,  and Capacity Minimum Amount shall be reinstated
retroactive to the date that Indigo's suspension of distribution  without proper
cause first took effect.


         5.3  Suspension by Theragenics.
          Theragenics  shall suspend the  manufacture  and sale of Devices if it
shall become aware of any  non-conformity of any Device to the Specifications or
other Device  performance  problems that in either case  Theragenics  reasonably
concludes poses a risk to the health of the patient or to the clinical  efficacy
of the  Devices or  constituted  or the  continued  shipment  of  Devices  would
constitute a violation of law or regulation of any  Regulatory  Authority.  Such
suspension  shall  remain in place  until  Theragenics  has  either  implemented
appropriate  modifications to its pre-shipment inspection procedures designed to
prevent  shipment of Devices  suffering from the noted defects,  or identified a
root  cause for the  failure  and  implemented  appropriate  corrective  action.
Minimum  purchase  requirements  shall be reduced during the  corrective  action
period as set forth in Exhibit B.


         5.4  Sales Terms.
          With respect to its  distribution of the Device,  Indigo will give and
make  no  other  or  different  warranties  or  representations  as to  quality,
merchantability,  fitness for a particular  use or purpose or any other features
of the  Device  other  than  those  substantially  similar to those set forth in
Exhibit G. The express warranties and other legal  documentation of the sales of
Devices to Customers shall include  disclaimers and damage  limitation  language
substantially similar to the provisions set forth in Exhibit G, unless otherwise
approved by Theragenics,  which shall not be unreasonably  withheld.  All orders
for Devices shall be documented in accordance  with ordering  procedures  agreed
upon by the Parties;  no order  submitted by Indigo shall contain any provisions
contrary  to or in  addition  to the terms of this  Agreement;  and if any order
contains  any such  terms  they  shall be of no force or effect as  between  the
Parties unless  conspicuous  and separately  signed by an authorized  officer of
Theragenics.

         5.5  Theragenics' Liability For Defective Devices.
        Theragenics'  sole  liability to Indigo in respect of defective  Devices
delivered  to  Customers  shall  be  to  indemnify  Indigo  against  third-party
(including  any  Regulatory  Authority)  claims as  described in Article 7.1; to
replace,  free of charge to Indigo or the  Customer,  or to refund the  purchase
price of, any Device  discovered to be defective prior to  implantation;  and to
perform the obligations  with regard to Device recalls set forth in Article 6.5.
In no event  shall  Theragenics  be  liable  to Indigo  for  Indigo's  indirect,
incidental or consequential damages (including but not limited to lost sales and
lost  profits)  in respect of any  defective  Devices  so  delivered;  provided,
however, that Theragenics'  indemnification obligations described in Article 7.1
would cover any such damages sought by third parties.


         ARTICLE 6 - REGULATORY COMPLIANCE

        6.1  Theragenics  represents  and warrants  that it has obtained  510(K)
clearance from the FDA to manufacture and sell the Device in the Field; and that
the submissions  which  Theragenics  made to the FDA were made in good faith and
contained  accurate and complete  data and  information  regarding the Device as
required by applicable laws, rules and regulations.  Theragenics  shall maintain
for the term of this Agreement the 510(K)  clearance.  Furthermore,  Theragenics
shall file, and maintain at its own cost, all appropriate registrations with the
FDA and  similar  regulatory  authorities  in the United  States  which have the
authority to approve the sale of the Device for use in the Field. As of the date
hereof Theragenics is taking steps to *______________, and Theragenics agrees to
use  commercially  reasonable  efforts to complete  this process and obtain this
certification  and will share with Indigo the  preliminary and final reports and
other correspondence received and transmitted in connection therewith other than
portions disclosing Trade Secrets.

        6.2 Theragenics  represents and warrants that all Devices sold to Indigo
or  delivered  to  Customers   during  the  term  of  this  Agreement  shall  be
manufactured, shipped and delivered in compliance with all Regulatory Authority,
and that  continually  during the term of this Agreement no Device  delivered by
Theragenics  to  Customers  will be  adulterated  or  misbranded  at the time of
delivery  within the  meaning of the Federal  Food,  Drug and  Cosmetic  Act. In
addition,   Theragenics   shall  use,  handle  and  store  any  radioactive  and
non-radioactive  materials in compliance  with all  Regulatory  Authority.  Each
Party shall notify the other as soon as practicable  after  receiving  notice of
any claim,  action or inquiry by the FDA or other applicable  regulatory body or
governmental  authority  or court of law  relating to  non-compliance  with this
Article or any notice with respect to any violation of any Regulatory Authority,
and shall  consult  with the other Party  regarding  responses  to such  claims,
actions or  inquiries  and shall also provide the other Party with copies of all
correspondence  in response to such claims,  actions or inquiries.  In addition,
each Party shall notify the other of any adverse reaction,  malfunction,  injury
or other  similar  claims with respect to the Device of which it becomes  aware.
Theragenics  shall provide Indigo with a monthly report  summarizing all product
inquiries,  product  complaints and Medical Device  Reporting (MDR) activity and
root cause determination, corrective action and corrective action status for all
such inquiries, complaints and MDR's.

        6.3 Theragenics  shall notify Indigo of any FDA audit, or any audit from
any other  Regulatory  Authority,  of its factories for the  manufacture  of the
Device,  or any  request  for  information  from  the  FDA or  other  Regulatory
Authority  related to the  manufacture  of the  Device,  as soon as  practically
possible  after  Theragenics  receives  notice of such audit or such request and
Theragenics will share with Indigo all  correspondence  received and transmitted
in connection therewith other than portions disclosing Trade Secrets.

        6.4 (a) During the twelve-month period commencing with first anniversary
of the  Effective  Date,  Indigo or its  designated  representative  may, at its
discretion and upon thirty (30) days written notice to Theragenics,  conduct one
(1)  quality  assurance  audit of  Theragenics'  manufacturing  systems,  not to
include Trade  Secrets,  of the scope and tasks  described in clause (b) of this
Article 6.4.

            (b) At Indigo's option,  which is exercisable only once per Contract
Year and which will not be exercised  within twelve months after the  completion
of any audit performed  pursuant to clause (a) of this Article 6.4 (or if Indigo
elects  not to have an audit  performed  pursuant  to clause  (a) then the first
audit under this clause (b) may be performed within the time period specified in
clause  (a)),  Theragenics  or its  counsel  will  retain a third party (the "QA
Auditor") that is reasonably  acceptable to Indigo to conduct a quality audit of
Theragenics'  facilities and process the scope of which is Theragenics'  quality
assurance  program and processes,  Device finished goods inspection  process and
quality  systems.  The  task of such  audit  will be to  determine  Theragenics'
compliance  with its own quality  assurance  procedures as well as  FDA-mandated
quality  assurance/quality system review requirements.  The results of each such
audit shall be shared with Indigo  with any Trade  Secrets  redacted  therefrom.
Indigo shall be responsible for the fees and expenses of the QA Auditor provided
that Indigo shall have  consented to the amount of such fees and expenses  prior
to the  execution  of any  agreement  between  the QA  Auditor  and  Theragenics
regarding such audit.

        6.5  Upon  mutual  consent  of the  Parties,  which  consent  may not be
unreasonably  withheld,  or in the case of a recall  required  by an agency with
competent jurisdiction,  Theragenics shall be required to institute and fund any
recall,  field corrective  action,  or the like in  circumstances  relating to a
breach by  Theragenics of the warranty set forth in Article 5 above or breach of
its obligations hereunder with regard to Regulatory Authority. The Parties shall
maintain  adequate  records  concerning  traceability  of the Device,  and shall
cooperate  with each other in the event that any  procedures  described  in this
paragraph are  undertaken.  In the event of any such recall,  Theragenics  shall
accept  recalled  Devices  and  deliver  to  Customers  replacement  Devices  at
Theragenics sole cost and expense.


         ARTICLE 7 - RESPONSIBILITY FOR CLAIMS
        In order to distribute  between  themselves the  responsibility  for the
handling and expense of third-party  (including any Regulatory Authority) claims
arising out of the  manufacture,  distribution,  sale or use of the Device,  the
Parties agree as follows:

        7.1  Theragenics  shall  indemnify  and hold  Indigo  and its  officers,
directors,  and employees harmless against any liability,  damages,  loss (other
than  loss of  potential  sales)  or  expenses  (including  without  limitation,
expenses of total or partial  Device  recalls)  resulting  from any  third-party
(including any Regulatory  Authority) claims,  suits,  proceedings,  demands, or
recoveries in connection  with the Device  manufactured  by Theragenics or other
activities of Theragenics hereunder, arising out of, based on, or caused by:
                (a) alleged  defects in materials,  workmanship or design of the
Device (except to the extent the Device shall have been altered by Indigo in any
material respect);
                (b) alleged failure of the Device to fulfill claims furnished by
Theragenics  under  Article 4.5 that relate to safety,  efficacy or  performance
(excluding matters for which Indigo is responsible under Article 7.2) (except to
the  extent  the  Device  shall  have been  altered  by  Indigo in any  material
respect);
                (c)  claims of patent  infringement  made  with  respect  to the
Device,  methods  of use,  manufacture  or  processing,  or claims of  trademark
infringement made with respect to Indigo's use of any Trademarks;
                (d)      breach of any of the warranties,  representations  or
agreements of Theragenics set forth in this Agreement;
                (e) negligence in handling,  shipping and delivery of Devices by
Theragenics or its agents; or.
                (f) the  labeling  of the Device  (excluding  matters  for which
Indigo is responsible under Article 7.2).

Theragenics  shall  obtain  and  maintain  in full  force and  effect  valid and
collectible  general liability and product liability insurance in respect of the
Devices for death,  illness,  bodily injury and property damage in an amount not
less than *________________________________________________________. Such policy
shall  name  Indigo  as an  insured  or an  additional  insured  thereunder  and
Theragenics  shall  grant like  coverage to Indigo  under a standard  broad form
vendor's endorsement  thereto.  Theragenics shall within ten (10) days after the
Effective Date provide Indigo with evidence of this coverage,  provided that the
existence  of such  coverage  shall in no way limit  Theragenics'  liability  or
obligations  hereunder.  Such  insurance  policy shall provide that in the event
such insurance coverage should be materially adversely changed or terminated for
any reason,  the insurer thereunder will give Theragenics and Indigo thirty (30)
days prior written notice of such change or termination.

        7.2  Indigo  shall  indemnify  and hold  Theragenics  and its  officers,
directors,  and employees harmless against any liability,  damages,  loss (other
than  loss of  potential  sales)  or  expenses  (including  without  limitation,
expenses of total or partial  Device  recalls)  resulting  from any  third-party
(including any Regulatory  Authority) claims,  suits,  proceedings,  demands, or
recoveries in connection  with the Device sold by Indigo or other  activities of
Indigo hereunder and arising out of, based on, or caused by:
         (a) claims  whether  written or oral,  made or alleged to be made,  by
Indigo in its advertising,  publicity,  promotion,  or sale of the Device, where
such  claims  were  not  substantially  the same as those  claims  furnished  by
Theragenics under Article 4.5;
         (b) the labeling of the Device by Indigo,  where such  labeling was not
substantially  the same  labeling  information  furnished by  Theragenics  under
Article 4.5;
         (c) any alleged breach of legal duty in connection  with  professional
support activities undertaken by Indigo hereunder;
         (d) any errors or omissions of Indigo in connection  with the process
of taking, recording, transmitting or administering orders from Customers to the
extent inconsistent with the procedures outlined in Exhibit D; or
         (e) any  alleged  breach of legal  duty in  connection  with any other
marketing activities undertaken by Indigo hereunder.
        Indigo  shall  obtain and  maintain  in full force and effect  valid and
collectible  comprehensive  broad form general  liability  insurance,  including
contractually  assumed liability coverage and advertising injury coverage, in an
amount not less than *____________________________________________________. Such
policy shall name Theragenics as an insured or an additional  insured thereunder
and Theragenics  shall grant like coverage to Indigo under a standard broad form
vendor's  endorsement  thereto.  Indigo  shall  within  ten (10) days  after the
Effective Date provide Theragenics with evidence of this coverage, provided that
the  existence  of such  coverage  shall in no way limit  Indigo's  liability or
obligations  hereunder.  Such  insurance  policy shall provide that in the event
such insurance coverage should be materially adversely changed or terminated for
any reason,  the insurer thereunder will give Indigo and Theragenics thirty (30)
days prior written notice of such change or termination.

        7.3 (a) A Party  (hereinafter  referred to as the "Indemnifying  Party")
indemnifying  another  Party  or  parties   (hereinafter   referred  to  as  the
"Indemnified Party"),  pursuant to this Agreement,  shall indemnify and hold the
Indemnified  Party  harmless  against any and all actions,  suits,  proceedings,
demands,  claims,  assessments,  costs,  judgments,  legal  and  other  expenses
incidental to any of the foregoing  (hereinafter  referred to as a "Claim").  In
the event a Claim is made upon the  Indemnified  Party,  the  Indemnified  Party
shall promptly give notice of such Claim to the  Indemnifying  Party,  and shall
promptly deliver to such Indemnifying Party all information and written material
available  to the  indemnified  Party  relating to such Claim.  If such Claim is
first made upon the Indemnifying  Party,  the Indemnifying  Party shall promptly
give notice of such Claim to the Indemnified Party.
                (b) The Indemnified  Party will, if notified of the Indemnifying
Party's election to do so within fifteen (15) days after the date of notice of a
Claim,  permit the  Indemnifying  Party to defend in the name of the Indemnified
Party any Claim in any appropriate  administrative  or judicial  proceedings and
take whatever  actions may be reasonably  requested of the Indemnified  Party to
permit the Indemnifying Party to make such defense and obtain an adjudication of
such  Claim  on the  merits,  including  the  signing  of  pleadings  and  other
documents,  if necessary;  provided that the Indemnifying Party shall defend the
Claim with counsel reasonably  satisfactory to the Indemnified Party and provide
the Indemnified Party with evidence  reasonably  satisfactory to the Indemnified
Party that the  Indemnifying  Party can  satisfy  the Claim if it is upheld.  In
addition to the  liability  for the ultimate  settlement  or  judgment,  if any,
arising out of such Claim under this Agreement,  the Indemnifying Party shall be
solely  responsible  for all the fees and expenses  incurred in connection  with
such  defense  or  proceedings,   regardless  of  their  outcome.  However,  the
Indemnifying  Party  shall  not  be  responsible  for  any  expenses,  including
attorneys  fees and costs,  incurred  by the  Indemnified  Party to monitor  the
defense of the Claim by the Indemnifying Party.
                (c) In the event the  Indemnifying  Party  does not  accept  the
defense of such Claim under the terms  hereof,  the  Indemnified  Party shall be
entitled to conduct such defense and settle or  compromise  such Claim,  and the
Indemnifying  Party's  indemnification  obligation under this Agreement shall be
absolute,  regardless of the outcome of such Claim. The Indemnifying Party shall
not have the  right to  direct  the  defense  of such an action on behalf of the
Indemnified Party if the Indemnified  Party has reasonably  concluded that there
may be defenses  available to it that are different  from or additional to those
available to the Indemnifying Party; provided,  however, that in such event, the
Indemnifying  Party shall bear the fees and  expenses  of only one (1)  separate
counsel for the Indemnified  Party. In addition,  the Indemnified  Party, at its
option,  may elect not to permit the  Indemnifying  Party to control the defense
against a Claim  for  reasons  other  than  those  set forth in the  immediately
preceding  sentence in which case the Indemnifying  Party shall not be obligated
to indemnify the Indemnified  Party against any settlements,  judgments or other
costs or obligations  arising thereunder which the Indemnified Party may make or
incur relating to such Claim.


         ARTICLE 8 - CONTINUITY OF SUPPLY
                  8.1  In  view  of  the  fact  that  Theragenics'  process  for
manufacturing the Device involves both (i) costly manufacturing equipment with a
long lead-time for replacement,  and (ii) the use of trade secrets,  Theragenics
has  agreed  to the  following  provisions  to  enhance  Indigo's  assurance  of
continuity of supply of the Device: 
                 8.2 *_________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
__________________________________________.
                 

                 8.3  Theragenics  shall  maintain  in full  force and effect  
fire and  extended coverage casualty insurance covering its plant and equipment
in an amount at least sufficient to pay (subject to a reasonable deductible 
amount) the replacement cost of all plant and equipment located at the 
Theragenics manufacturing site or sites or if Theragenics has more than one 
manufacturing site at the time, at least sufficient to pay the replacement cost 
of all plant and equipment located at the manufacturing site having the greatest
production capacity. Such insurance policy shall provide that in the event such 
insurance coverage should be terminated for any reason, the insurer will give 
Theragenics and Indigo thirty (30) days prior written  notice of  termination.  
In the event that Theragenics fails to obtain such insurance, Indigo may obtain 
the insurance described in this Article 8.3 and shall be entitled to invoice  
Theragenics for, and  Theragenics  shall pay,  the costs  incurred  by Indigo in
obtaining  such insurance.  In the event that any manufacturing site of 
Theragenics suffers fire damage or other  casualty,  Theragenics shall use all  
reasonable efforts to collect as soon as reasonably  practicable the insurance  
proceeds  that are collectible  under such  insurance  and shall use such  
proceeds  to replace the plant and/or equipment that shall have suffered such 
damage. Notwithstanding the provisions set forth in Article 12.1, in the event 
Theragenics  fails to comply with the provisions of the immediately preceding 
sentence, Indigo shall have the right to seek specific performance or other 
similar equitable relief compelling compliance by Theragenics with this 
Article 8.3. 
                 8.4 *________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
_____________________________________________.

ARTICLE 9 - FOREIGN JURISDICTIONS; SECONDARY FIELDS

         9.1      Foreign Jurisdictions.
         (a) The following  provisions  shall apply to the marketing and sale of
Devices in the Field in the countries listed in Exhibit J (each such country, an
"Agreed  Country"):  
             (i) Indigo will  target  such Agreed  Country on a planned,
systematic  basis and will discuss with  Theragenics  its marketing and roll-out
plan  in  such  Agreed  Country  (which   discussion   shall  be  deemed  Indigo
Confidential  Information)  prior  to  commencing  distribution  in such  Agreed
Country;  
             (ii)  Indigo shall be responsible for any applicable legal  and
regulatory approvals or licenses (including obtaining product  registrations and
any  import/export  approval) to the extent required for the delivery,  sale and
use of the Devices in the Field in such Agreed Country and will give Theragenics
copies of filings made by Indigo and copies of correspondence received by Indigo
from applicable Regulatory Authority in connection therewith;
             (iii) Indigo shall cause to be conducted an intellectual property 
"due diligence"  investigation in such Agreed Country (the scope of which shall 
be determined by Indigo's counsel) to  determine if there exist any patents or  
trademarks that may be relevant to the marketing  and  selling of the Device by 
Indigo in such Agreed Country as contemplated hereby or the use of such Device 
in the Field by any  Customer in such Agreed  Country.  Any such patents and 
trademarks  uncovered as a result of such  investigation  will be shared  with  
Theragenics  and shall be  considered Confidential  Information  of Indigo,  
provided that prior to taking any action based on such investigation Theragenics
shall cause its own counsel to review such  matters and form its own opinions as
to the  existence  of any  potential intellectual property  infringement issues 
in such Agreed Country.  Indigo shall have no obligation to provide Theragenics 
with any opinion of counsel resulting from such investigation. Where Indigo 
agrees to supply Theragenics with any such opinion of counsel,  Indigo and 
Theragenics shall agree on appropriate measures for maintaining  the 
confidentiality of such opinions of counsel.  Theragenics shall not rely on any 
opinions of counsel or conclusions of Indigo's counsel provided to Theragenics
and Theragenics shall have no recourse against Indigo or such counsel for any 
actions  taken or not taken by  Theragenics  whether or not based on Indigo's  
opinion of counsel or upon  Indigo's  counsel's  conclusions.
             (iv) The Transfer Price for Devices sold to  Customers located in 
such Agreed Country shall be  determined  in accordance  with clause d of 
Exhibit C. 
             (v) Any shipping and handling costs for shipment of Devices to such
Agreed Country will be charged to Indigo by Theragenics;  
             (vi) Notwithstanding any provision in this
Agreement  to the  contrary,  Theragenics  may propose in writing to Indigo that
Indigo  commence the marketing and sale of Devices in such Agreed  Country,  and
if: (A) such proposal  indicates  that  Theragenics is willing to bear the legal
and regulatory and intellectual due diligence property  responsibility and costs
similar to those  described  in clauses  (ii) and (iii),  respectively,  of this
Article  9.1;  (B)  such  approvals  are  obtained;  and  (C)  there  exists  no
infringement issue with respect to the sales and marketing of the Devices in the
Field in such Agreed Country,*________________________________________;

<PAGE>


                  (vii) If for any reason  Indigo  elects not to market and sell
Devices in such Agreed Country, then: (A) *____________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
______________ ; 
                 (viii) If, during the term of this Agreement, either Party 
becomes aware that in order to market and sell (or to continue to market and 
sell) Devices for use in the Field in such Agreed Country the applicable 
Regulatory Authority requires the manufacture of the Devices to be done, in 
whole or in part, in such Agreed Country and Theragenics does not then  
manufacture the Devices in such Agreed Country, then such Party will give the 
other  Party  written  notice of such fact and the  Parties  shall use their 
respective commercially reasonable efforts to negotiate the terms and conditions
pursuant to which such  manufacture  of the Devices in such Agreed Country shall
occur and the terms  and  conditions  upon  which  the  Devices  will be sold by
Theragenics to Indigo for resale in such Agreed  Country.  *___________________
_______________________________________________________________________________ 
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_________; 
                 (ix)  Theragenics shall cooperate with and provide reasonable 
assistance to Indigo in connection with  Indigo's efforts to obtain regulatory 
approvals to market and sell the Device  in the  Field in such Agreed Country, 
which  shall include,  without limitation, the execution of any agreements or 
the documents that may be reasonably required in connection therewith, provided
that Theragenics' liabilities, obligations or risks are not increased thereby. 
In addition, the Parties will discuss how best to secure all intellectual 
property rights that are required for the marketing and sale of the Device in 
the Field in such jurisdiction; and 
                 (x) If  Theragenics  (A) is unable to obtain at a  reasonable
cost,  reasonably adequate product liability insurance coverage for Devices used
in the Field in such  Agreed  Country or (B)  uncovers a patent of a third party
that arguably  covers in whole or in part any aspect of the Device or methods of
using the Device in the Field in such Agreed  Country or a trademark  of a third
party that is  arguably  infringed  by the use of the  Trademark  in such Agreed
Country,  then the Parties shall work together to address the problem,  provided
that if such problem is not resolved to  Theragenics'  reasonable  satisfaction,
then *________________ .
         (b) If, during the term of this  Agreement  Theragenics or Indigo shall
determine that it is commercially  viable to engage in the marketing and sale of
the Device in any country or other  jurisdiction  outside the United  States and
the Agreed  Countries (a "New Country") for  application in the Field (or in any
Secondary  Field in which Indigo is then selling the Device in the United States
pursuant to Article 9.2),  Theragenics  and Indigo shall  provide the other,  as
appropriate,  written  notice of such  determination  and thereafter the parties
shall use their  respective  commercially  reasonable  efforts to negotiate  the
terms  and  conditions  pursuant  to which  the  Device  shall be  approved  for
marketing and sale in such New Country by Indigo.  If Theragenics  and Indigo do
not execute and deliver an  appropriate  agreement  setting  forth the terms and
conditions  upon which the  Device  shall be  marketed  and sold in any such New
Country   within  120  calendar  days   following  the   commencement   of  such
negotiations, then *___________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________ .

         9.2  *_______________________.
         If,  during the term of this  Agreement,  Theragenics  shall  decide to
distribute  Devices  through third parties for  application  to * ,  Theragenics
shall  provide  Indigo with  written  notice  thereof  and Indigo  shall have 30
calendar  days  following   receipt  of  such  notice  to  elect  to  engage  in
negotiations  with  Theragenics to establish the terms and conditions upon which
Indigo shall be permitted to obtain right and  responsibility to market and sell
the Device for application in such * ____________________(the "Additional Rights
For  *_________________________).  For  purposes  of  this  Article  9.2  "third
parties"  shall  not  include  insurers,  hospital  chains,  health  maintenance
organizations,  group purchasing organizations buying only for their members and
the like. If Indigo  elects to enter into such  negotiations  with  Theragenics,
then Indigo and Theragenics shall use their respective  commercially  reasonable
efforts for a period of 90 calendar days,  such 90-day period to commence on the
day immediately  succeeding the day on which Indigo  affirmatively  elects to so
proceed,  to negotiate in good faith the terms and conditions  upon which Indigo
shall be permitted to obtain the Additional Rights For *___________________. If,
following  the  conclusion  of such 90 day  period  (or such  later  date if the
duration of such period shall be extended by the mutual  consent of  Theragenics
and Indigo),  a mutually  acceptable  agreement shall not have been executed and
delivered by  Theragenics  and Indigo,  then  Theragenics  shall be permitted to
pursue  such other  arrangements  for the  marketing  and sale of the Device for
application in such * _________________ as Theragenics,  in its sole discretion,
shall deem appropriate.


         9.3      * ___________________.
         If,  during the term of this  Agreement,  Theragenics  shall  decide to
consider  seeking  appropriate * , provide  Indigo with written  notice  setting
forth  in   adequate   detail  the  nature  of  such   application in  such  *__
________________  and Indigo shall have 30 calendar  days  following  receipt of
such notice to elect to engage in negotiations with Theragenics to establish the
terms and  conditions  upon  which  Indigo  shall be  permitted  to  obtain  the
exclusive right and responsibility to market and sell the Device for application
of the Device in such  *_________________  (the "Additional  Rights) within the
United States,  effective upon receipt of regulatory approval.  If Indigo elects
to enter into such negotiations  with  Theragenics,  then Indigo and Theragenics
shall use their respective  commercially  reasonable  efforts for a period of 90
calendar days, such 90 day period to commence on the day immediately  succeeding
the day on which Indigo affirmatively elects to so proceed, to negotiate in good
faith the terms and  conditions  upon which  Indigo shall be permitted to obtain
the Additional Rights.  If,  following the conclusion of such 90 day period 
(or such later date if the  duration of such period shall be extended by the 
mutual consent of Theragenics and Indigo), a mutually acceptable  agreement
shall not have been executed and delivered by Theragenics and Indigo,  then  
Theragenics shall be permitted to pursue such other arrangements for the 
marketing and sale of the  Device  in  such * __________________  as  
Theragenics,  in  its  sole discretion, shall deem appropriate.

         9.4      Indigo Acknowledgments.
         Indigo  acknowledges  that Theragenics is under no obligation to permit
Indigo   *_____________________________________________________________;    that
other parties may, in Theragenics'  judgment,  offer  strategic,  technological,
marketing,  regulatory,  or other  advantages  over Indigo and that,  subject to
conducting good faith  discussions with Indigo as described  above,  Theragenics
shall   have   the   right   in  its  sole   and   absolute   discretion   to  *
___________________________ as Theragenics believes to be in its best interests.
Theragenics  shall be entitled  to conduct  exploratory  discussions  with third
parties prior to or concurrently  with any  negotiations  with Indigo under this
Article 9, in order to  appropriately  assess the options  available  with third
parties,  but Theragenics shall not, prior to offering Indigo the opportunity to
negotiate as provided above,  or prior to the end of the  negotiation  period if
Indigo elects to pursue such  negotiations,  enter into any  agreement  with any
such third  party which  would  preclude  Theragenics  from  granting  exclusive
marketing  and  sale  rights  to  Indigo.   Indigo  further   acknowledges  that
Theragenics  is under no  obligation  to  disclose  to  Indigo  any  information
regarding  discussions  Theragenics  may conduct with third parties,  whether on
Theragenics'  initiative or at the request of third parties;  that the fact that
Theragenics   may  be   considering   *_______________________________________is
Confidential  Information  under this  Agreement,  and that  Theragenics  is not
obligated to discuss with Indigo any potential ventures involving products other
than the Device.


         ARTICLE 10 - PATENTS, TRADEMARKS AND SECRETS

         10.1   Patents.
         For the term of this  Agreement,  Indigo  and each  Delegate  Affiliate
shall have a fully  paid-up  license  under the Patents to (a) sell or otherwise
transfer the Devices purchased by Indigo from Theragenics hereunder to Customers
for  use in the  Field  in the  United  States  and in  each  country  or  other
jurisdiction  in which  Indigo shall then be  authorized  to market and sell the
Device  hereunder or (b) use Devices so purchased for  marketing,  education and
training purposes.  During the Exclusivity  Period,  Indigo's license under this
Article 10.1 shall be exclusive in the Field in the United  States and any other
country or jurisdiction in which Indigo shall have the exclusive right to market
and sell the Device hereunder.  For the term of this Agreement,  Customers shall
have a fully paid-up nonexclusive license under the Patents to use the Device in
the Field.

         10.2  Trademarks.
         Indigo shall promote and sell the Device under the Trademarks.  Nothing
herein  shall  be  deemed  to give one  Party,  either  during  the term of this
Agreement or  thereafter,  any right to  trademarks  or  copyrights of the other
Party or to their use except that Indigo (and any relevant  Delegate  Affiliate)
shall have (i) a sole license  (i.e.,  exclusive of other  licensees  but not of
Theragenics) to use the TheraSeed(R) mark on a stand-alone basis, in association
with  Indigo's (or the Delegate  Affiliate's)  marketing  and sale of the Device
during  the  Exclusivity  Period  in all  countries  other  than  those in which
Theragenics  is then  authorized  to market  and sell the  Device for use in the
Field;  and (ii) a  nonexclusive  license  to use the other  Trademarks  and any
relevant  marketing  or sales  materials  in which  Theragenics  has a copyright
(other  than  materials  created or first used after the end of the  Exclusivity
Period) during the term of this Agreement,  but neither Indigo nor such Delegate
Affiliate  shall  acquire  any  ownership  rights  to  the  Trademarks  or  such
copyrights.  *_________________________________________________________________
_____________________________________________________________________________. 
Indigo  shall not use the  Trademarks  in any manner  likely to confuse, 
mislead or deceive the public,  or to be  injurious or inimical to the
interests of Theragenics; provided that Theragenics hereby acknowledges that the
use of the TheraSeed trademark expressly contemplated hereby shall not be deemed
to breach this covenant. Theragenics shall retain sole ownership of all goodwill
associated with the Device, as represented and symbolized by the Trademarks.

         10.3  Confidential Information.
        
         All written  information  marked as confidential and exchanged  between
Theragenics  and  Indigo  while  this  Agreement  is in  effect  and  any  other
information  that  is  characterized  as  "Confidential   Information"  in  this
Agreement  shall  be  treated  as  confidential  information  unless  one of the
exceptions  set  out  below  applies.  The  Party  receiving  such  confidential
information shall not, for so long as that information  retains its character as
confidential information,  use (other than in the performance of its obligations
or the exercise of its rights  hereunder)  or disclose such  information  to any
third party (except  Delegate  Affiliates or those  consultants of the receiving
Party that have an obligation of confidentiality to the receiving Party) without
the prior written approval of the disclosing  Party.  Information will be deemed
nonconfidential  at such  time as such  information  either  has  become  public
knowledge through no fault of the Party receiving such information,  or comes to
such  Party from a third  party  under no  obligation  of  confidentiality  with
respect to such information, or was in the possession of such Party prior to the
date of  disclosure,  or is developed by or on behalf of such Party  without any
reliance on confidential  information  received hereunder,  or is required to be
disclosed in compliance  with  applicable laws or regulations in connection with
the sale of the Device,  or is otherwise  required to be disclosed in compliance
with an order by a court or other regulatory body having competent jurisdiction,
or is  product-related  or  Customer-related  information  which  is  reasonably
required to be disclosed or used in connection with marketing the Device. Indigo
specifically agrees not to use any confidential  information disclosed to Indigo
by Theragenics  for purposes of developing or improving,  or assisting any third
party in developing or improving,  any Competing Radioactive Device or any other
radioactive  device,  either  during the term of this  Agreement  or at any time
thereafter when such information remains confidential.  Theragenics specifically
agrees not to use any  Confidential  Information  disclosed  to  Theragenics  by
Indigo  for  purposes  of  marketing  or  selling  the  Device or any  Competing
Radioactive  Device in the Field or  assisting  any third party in  marketing or
selling the Device or any Competing  Radioactive Device,  either during the term
of this  Agreement  or at  anytime  thereafter  when  such  information  remains
confidential.  The  obligations  of the Parties set forth in this Article  shall
survive  termination  of this  Agreement  until  the  third  anniversary  of the
effective date of such  termination.  Upon  termination of this  Agreement,  all
Confidential Information of a disclosing Party that is held by a receiving Party
shall  be  returned  to the  disclosing  Party  except  that  one  copy  of such
Confidential Information shall be retained by counsel for the receiving Party to
ensure compliance with this Article.

         10.4  Ownership of Intellectual Property Rights Pertaining to 
Developments.

(a)  Indigo Developed Intellectual Property.  All rights, title and interest to
    ---------------------------------------- 
Developed Intellectual Property,  relating to work done solely by employees of 
Indigo,  shall be owned solely by Indigo and shall not be subject  to the terms
and  conditions  of this Agreement  other  than  this  clause.

(b) Theragenics Developed Intellectual Property.  All rights, title and 
    ------------------------------------------- 
interest to Developed Intellectual Property, relating to work done solely by 
employees of Theragenics, shall be owned solely by Theragenics and shall be 
subject to the terms and conditions of this Agreement.

(c) Joint Developed Intellectual Property.  All rights, title and interest to 
   --------------------------------------- 
Developed  Intellectual Property, relating to work done jointly by employees of
Theragenics and by employees of Indigo ("Joint Developed Intellectual 
                                         -------------------------------
Property"), shall be owned jointly and equally by Theragenics and by Indigo and 
---------- 
shall be subject to the terms and conditions of this Agreement. Theragenics and 
Indigo shall promptly notify the other party of any Joint Developed Intellectual
Property.  If Indigo determines it is in its best interests, which determination
is solely within the discretion of Indigo, then Indigo shall file, prosecute and
maintain during the term of this  Agreement patent applications or applications 
for other intellectual property protection, domestic and/or foreign jointly in 
Theragenics' and Indigo's names for said Joint Developed Intellectual Property. 
Indigo shall bear all reasonable costs incurred  in connection  with such 
preparation, filing,  prosecution, and maintenance directed to said Joint 
Developed Intellectual Property. Indigo shall keep Theragenics advised as to all
developments with respect  to  such applications and Theragenics shall be given
an opportunity to review and comment thereon. If Indigo decides either not to 
apply for or to abandon the prosecution or maintenance of any patent application
or application for other  intellectual property protection on Joint Developed 
Intellectual Property, then Theragenics shall be free to file or continue 
prosecution and maintenance on any  such application, at Theragenics' expense.

         ARTICLE 11 - TERMINATION


         11.1  Theragenics' Failure or Breach.
        
         In the event  Theragenics  substantially  fails to perform or otherwise
substantially  breaches any of its obligations under this Agreement,  Indigo may
terminate this Agreement by giving written notice of its intent to terminate and
stating the grounds for termination. Theragenics shall have sixty (60) days from
the date of its  receipt  of the notice to cure the  failure  or breach.  In the
event the breach is timely cured, the notice shall be of no force or effect.  In
the event it is not so cured, this Agreement then shall, without more, terminate
at the end of such 60-day  period.  If the failure to perform or other breach is
due to circumstances  covered under Article 14.7, then this subsection shall not
apply until the earlier of (a) the date such  circumstances  have ceased and (b)
the date that is six (6)  months  after the date  that  such  failure  or breach
began. For avoidance of doubt, Indigo may issue a notice of termination pursuant
to this Article 11.1  notwithstanding  the fact that (i) this Agreement provides
Indigo other remedies (e.g.,  Minimum Relief  provisions set forth in Exhibit B;
right to suspend  distribution  pursuant  to Article  5.1) or (ii)  Article  5.3
requires Theragenics to suspend the manufacture or sale of Devices.

         11.2  Indigo's Failure or Breach.
         
         In the  event  Indigo  substantially  fails  to  perform  or  otherwise
substantially breaches any of its obligations under this Agreement,  Theragenics
may terminate this Agreement by giving written notice of its intent to terminate
and stating the grounds for termination.  Indigo shall have sixty (60) days from
the date of its receipt of the notice to cure the  failure or breach  unless the
breach is of Indigo's payment obligations, in which case the cure period will be
thirty (30) days. In the event the breach is timely  cured,  the notice shall be
of no force or  effect.  In the event it is not so cured,  this  Agreement  then
shall,  without more, terminate at the end of the applicable cure period. If the
failure to perform or other breach is due to circumstances covered under Article
14.7,  then this  subsection  shall not apply  until the earlier of (a) the date
such circumstances have ceased and (b) the date that is six (6) months after the
date such breach or failure began.

         11.3     Exclusivity Retention Payment; *______________
        
         Either  Party may issue a notice of  termination  pursuant  to  Article
4.2(a). Indigo may issue a notice of termination pursuant to Article 4.2(b).


         11.4      Intellectual Property Issues.
        
         (a) Indigo may terminate  this  Agreement upon three (3) months written
notice if (i) there is a patent of a third party that  arguably  covers in whole
or in part any  aspect of the Device or methods of using the Device in the Field
in the United States or (ii) Indigo  discovers a trademark of a third party that
is  arguably  infringed  by the use in the  United  States of the  Trademark  as
contemplated hereby.
         (b) Indigo may terminate any  obligation  relating to the marketing and
selling of the Device in the Field in any jurisdiction outside the United States
upon three (3) months written notice if Indigo  uncovers (i) a patent of a third
party  that  arguably  covers in whole or in part any  aspect  of the  Device or
methods  of  using  the  Device  in the  Field  in such  jurisdiction  or (ii) a
trademark  of a  third  party  that  is  arguably  infringed  by the use in such
jurisdiction of the Trademark as contemplated hereby.


         11.5     Insolvency Event; Change of Law.
         
         (a) Either  Party may  terminate  this  Agreement at any time after the
occurrence of an Insolvency Event with regard to the other Party.
         (b) Either Party may terminate  this Agreement at any time within three
(3) months after the  enactment of new laws or  regulations  applicable  to this
Agreement  or the  activities  of the  Parties  hereunder,  or the  adoption  or
promulgation by the courts or a regulatory agency of interpretations of existing
laws or regulations,  which enactment,  adoption or promulgation  would have the
effect of rendering  unlawful any material  activity of that Party  contemplated
hereby,  materially altering the rights and obligations of the terminating Party
(vis-a-vis  either the other  Party,  the  public,  or any  regulatory  agency),
substantially  increasing  the costs of that Party's  regulatory  compliance  in
connection  with  the  activities  contemplated  hereby,  or  granting  material
additional rights to the other Party.


         11.6     Lender Event.
         Each Party (a "Borrower") shall give the other prompt written notice in
                       --------- 
the event that the Borrower  shall have breached any of its  obligations  to any
lender thereof (a "Lender") whereby such lender would have the right to, and has
                   ------- 
notified  the  Borrower  of its  intent  to,  exercise  the right to  accelerate
payments or take action  against any  collateral  of the  Borrower  held by such
lender  (either  such  event,  a "Lender  Event") in  accordance  with any loan,
security or other  documentation  between  that Party and its Lender.  The other
Party may terminate this Agreement if the foregoing shall have occurred.


         11.7     FDA - Required Product Changes.
         
         Either Party may terminate this Agreement pursuant to the last sentence
of Article 4.1(b).

         11.8     Effect of Termination and Issuance of Notice of Termination.

         (a)  Termination  of this  Agreement  for any  reason  shall not affect
rights and  obligations  of the Parties  accrued  through the effective  date of
termination, including without limitation indemnification provisions relating to
the Device  manufactured,  shipped or distributed,  or marketing or professional
support  activities  conducted,  during the term of this Agreement.  
         (b) If this Agreement is terminated other  than (i) by Theragenics  
pursuant  to Article 4.2(a),  11.2,  11.5  or  11.6 or (ii) by  Indigo  under  
Article  4.2(b)  then, notwithstanding  any provision in this Agreement to the 
contrary,  Indigo shall not be required to reimburse Theragenics for its  
*__________________________ in respect of the  period  commencing  with the 
date on which  Indigo no longer has exclusive rights to market and sell the 
Device in the Field in the United States and thereafter.  
         (c) If this Agreement is terminated by Theragenics  pursuant to
Article 11.2,  11.5(a) or 11.6,  then, in addition to the rights and obligations
accrued through the effective date of termination, Theragenics' exclusive remedy
therefor  shall be to recover its  *____________________________  in  accordance
with Article 4.10(c) and Exhibit E, for the period commencing with the effective
date of such termination and ending on the second  anniversary  thereof.  
         (d) If either Party issues a notice of termination pursuant to Article
4.2(a) or Indigo issues a notice of termination  pursuant to Article 4.2(b), 
then, in addition to the rights and obligations accrued through the effective 
date of termination, Theragenics' exclusive remedy therefor shall be to recover,
without duplication, its  *_______________________________________ in accordance
with Article 4.10(c) and Exhibit E, for the period  commencing  with the date on
which such notice is issued and ending on the first anniversary thereof.
         (e) The issuance of a notice of termination pursuant to Article 4.2(a),
4.2(b) or 4.10(b) shall be effective one (1) year from the date of such issuance
and during  that year (a)  Theragenics  may  manufacture  and sell the Device to
third parties for use in the Field and (b) Theragenics will continue to sell and
deliver Devices to Indigo for Customers if so requested by Indigo.
         (f) If Indigo  notifies  Theragenics  of its  intent  not to renew this
Agreement  pursuant  to  Article 3 then  effective  upon the  expiration  of the
initial  term or any renewal term and for a period of  twelve-months  thereafter
(a)  Theragenics may manufacture and sell the Device to third parties for use in
the Field and (b)  Theragenics  will  continue  to sell and  deliver  Devices to
Indigo for Customers if so requested by Indigo.


         11.9     Transition After Termination or Expiration.
         Following the expiration or termination of this Agreement,  the Parties
shall  continue to cooperate in order to effect an orderly  termination of their
relationship,  so as to ensure to the greatest extent possible that the needs of
Customers for the Device are met and so as to minimize any  resulting  damage to
the market for the Device. Theragenics and Indigo shall honor all pending orders
for Device  accepted by  Theragenics  prior to such  expiration or  termination;
provided  that a Party shall,  at its option,  be released  from any  obligation
under any pending  orders if that Party has  terminated  this  agreement  due to
breach by the other Party. 11.10 Survival of Provisions
         Each of  Articles  10.3  and 13.2  shall  survive  termination  of this
Agreement  in  accordance  with the  terms of such  Article.  In  addition,  the
following  provisions shall survive termination of this Agreement in perpetuity:
Articles 4.4, 4.5, 4.10, 7, 10.4, 11.8, 11.9, 11.10, 12, 13.4 and 14 .



<PAGE>




         ARTICLE 12 -  RESOLUTION OF DISPUTES


         12.1  Dispute Resolution Procedures.
         
         Except  as  expressly  provided  otherwise  in  this  Article  12,  any
controversy  or claim  arising  out of or  relating  to this  Agreement,  or the
decision to enter into this Agreement,  or its breach (each such  controversy or
claim is hereinafter  referred to as a "Dispute"),  shall be settled as follows:
                                        -------- 
                 (a) Officers of each of the Parties shall attempt to resolve 
any Dispute prior to commencing  the  procedures set forth in clauses (b) and 
(c) of this Article.
                 (b) If after seven (7) days such officers are unable to resolve
such  Dispute, the chief executive  officer and/or the highest ranking official 
of each Party shall submit to non-binding mediation which shall take place for a
period of one (1) day in Washington, D.C. before a mediator that is 
knowledgeable  about the subject matter of the Dispute and that is mutually 
acceptable to the Parties. If the Parties are unable to agree on the selection 
of a mediator,  a mediator will be chosen  by an  arbitrator  selected  pursuant
to the  rules of the  American Arbitration  Association (AAA) who will then 
select such mediator from a list of distinguished neutrals maintained by the 
AAA.  
                (c) If  during  such  one-day mediation  the Parties are unable
to resolve the Dispute,  such Dispute shall be settled by arbitration  under 
the auspices of the AAA before a single arbitrator who will be  selected  
pursuant to the rules of the AAA or such  arbitrator,  if any,  that  is  
selected  pursuant  to  Article  12.1(b).  The  location  of the arbitration  
shall be Washington,  D.C. and the substantive law to be applied by the 
arbitrator  shall be the law of the State of Oho. The Parties shall seek to
agree upon the discovery and hearing procedures as well as time limits such that
the arbitrator  shall issue his decision in the Dispute no later than six months
after the  selection  of the  arbitrator.  Failing  such  agreement  between the
Parties,  the  arbitrator  will provide for such  procedures  and will commit to
resolution  of  the  Dispute  within  six  (6)  months  after  selection  of the
arbitrator. The Parties agree neither to request or seek to enforce any punitive
or  exemplary  damages  from the  arbitrator  and the  arbitrator  shall  not be
empowered to grant any such damages. The arbitrator shall issue written findings
of fact and  conclusions  of law.  Either Party may appeal  issues of law to the
appropriate  court in the State where the  arbitration  is held,  including  the
application  of law to the  facts.  
                (d) The  arbitrator  shall  be  bound by the express  terms 
of this  Agreement  and may not amend or modify such terms in any manner. Any 
award rendered by the arbitrators shall be consistent with the terms of this  
Agreement,  and such terms shall control the rights and  obligations of
the Parties.  The proceedings  shall be confidential  and the arbitrators  shall
issue  appropriate  protective  orders to safeguard  both Parties'  confidential
information.



         12.2  Limitation.
                
                (a) In the  event of a breach  or  alleged  breach  of  either
Party's  proprietary  or  intellectual  property  rights under law or under this
Agreement,  the aggrieved Party may seek injunctive or other relief in any court
of  competent  jurisdiction  without  recourse  to the  procedures  set forth in
Article 12.1.  Articles 8.2 and 8.3 set forth  additional  exceptions to Article
12.1. (b) In connection with a third-party claim, it may be that indemnification
or other recourse can be claimed under this  Agreement,  or that the other Party
to this Agreement must or may be made a party to the third-party  claim, or that
other action is appropriate.  In such case the indemnification,  other recourse,
or other action may be pursued in  connection  with the  proceeding in which the
third-party claim is pending without need for any of the procedures contemplated
by this  Article;  provided,  however,  that any Dispute  relating to such first
Party's  rights to  indemnification  under this Agreement (or the scope thereof)
shall be resolved in accordance with Article 12.1.

         12.3  Suspension of Running of Time Periods; Monetary Disputes
         
         (a) From the date a Party  notifies  the other  Party that it wishes to
commence any Dispute resolution  provision  contained in this Article until such
time as such Dispute has been finally settled by arbitration, the running of the
time periods set forth in this Agreement within which a Party may cure a breach,
shall be  suspended  as to the subject  matter of such  Dispute,  subject to the
provisions set forth in clause (b) of this Article 12.3.

         (b) If a Dispute  concerns  the amount of money owed  hereunder  by one
Party (such Party, the  "Non-Claimant") to the other Party (the "Claimant") then
the cure period  relating  to that  portion of such money as to which no Dispute
exists  between the Parties  shall not be so suspended  and that portion of such
money as to which a Dispute exists will be deposited by the  Non-Claimant  in an
interest-bearing escrow account with an escrow agent to be mutually agreed to by
the Parties. If the arbitrator  determines that the Claimant is owed some or all
of the money that the Claimant  has claimed then the Claimant  shall be entitled
to the interest earned on such portion of the money determined by the arbitrator
to be due the  Claimant.  In addition,  if the  arbitrator  determines  that the
Claimant did not have a reasonable  basis for claiming the disputed  amount then
within twenty (20) days after such determination the Claimant shall remit to the
Non-Claimant an amount equal to 25% of the disputed amount.  Conversely,  if the
arbitrator  determines that the Non-Claimant did not have a reasonable basis for
disputing  the  disputed   amount  then  within  twenty  (20)  days  after  such
determination  the  Non-Claimant  shall remit to the Claimant an amount equal to
25% of the  disputed  amount in addition to the  disputed  amount plus  interest
earned thereon.




         ARTICLE 13 - NON-COMPETITION COVENANT


         13.1  During Exclusivity Period.
         During  the  Exclusivity  Period,  lndigo  agrees  not to do any of the
following  (each,  a  "Prohibited  Competitive  Activity"):  Either  alone or in
concert with others and either directly, or indirectly as a principal,  partner,
joint  venturer,  or greater than twenty  percent  (20%)  shareholder,  develop,
manufacture,  market or sell,  or  contract  for the  development,  manufacture,
marketing or sale of any  implantable  radioactive  seed for use in the Field (a
"Competing  Radioactive  Device").  In the event that any Affiliate is marketing
and selling the Device in the Field in a  jurisdiction  in which  Indigo has the
exclusive rights to market and sell the Device in the Field such Affiliate shall
also be prohibited from undertaking any Prohibited  Competitive  Activity during
such period.


         13.2  *______________________
*______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


         13.3  Affiliates.

         Indigo  hereby  represents  and warrants to  Theragenics  that,  to its
actual knowledge, it is not aware of any Affiliate of Indigo that is developing,
manufacturing,  marketing  or  selling,  or that  currently  plans  to  develop,
manufacture,  market or sell,  any Competing  Radioactive  Device.  In the event
that,  during the term  hereof,  any  Affiliate  of Indigo  shall  engage in the
development,  manufacture,  marketing, or sale of a Competing Radioactive Device
(except as  expressly  permitted  under this  Agreement),  and the  Affiliate is
neither  acting in  concert  with  Indigo  nor a party  whose  actions  would be
attributed  to Indigo as indirect  actions of Indigo  under  Article 13.1 above,
then as its sole remedy for such competition,  Theragenics may issue a notice of
termination,  effective  not less than three (3) months from the date the notice
is given unless,  prior to the end of such  three-month  period such competition
has ceased.

         13.4  Theragenics' Acknowledgment.

         For avoidance of doubt, Theragenics hereby acknowledges and agrees that
nothing in this Agreement  shall  prohibit or otherwise  restrict the ability of
Indigo and its  Affiliates  to research,  develop,  promote,  market or sell any
device,  product  or  other  treatment  in the  Field  that  is not a  Competing
Radioactive  Device  including,  without  limitation,  its laser  system for the
treatment of soft tissue in the urinary tract.



<PAGE>



         ARTICLE 14 - MISCELLANEOUS.


         14.1     Theragenics Warranties.

         Theragenics hereby warrants and represents and covenants to Indigo that
Theragenics:  (a)  owns  all of the  right,  title  and  interest  in and to the
Trademarks in the United States (but no warranty is given that there is no other
party with a right to use the same or similar marks in other  jurisdictions,  or
to use the same or similar  marks on dissimilar  products);  (b) is empowered to
sell the Device to Indigo and Customers;  (c) has no outstanding encumbrances or
agreements,  contracts,  understandings  or arrangements of any kind pursuant to
which any entity may purchase from  Theragenics  (other than Customer  orders in
the ordinary course of business), or has the right to sell or market, the Device
or any  component  of the  Device;  and  (d)  shall  not  enter  into  any  such
agreements,  contracts,  understandings or arrangements  during the term of this
Agreement unless notice of termination has been given.

         14.2  Assignment; Change of Control; Partial Assignment.

         (a) Neither Party shall transfer or assign this Agreement,  in whole or
in part,  without the prior written  consent of the other Party (which shall not
be  unreasonably  withheld),  except that (i) Indigo may,  without such consent,
assign  this  Agreement,  including  all  of  Indigo's  rights  and  obligations
hereunder, to any Affiliate of Indigo; provided,  however, that if, at any time,
Indigo or any subsequent assignee of Indigo,  shall,  without Theragenics' prior
written consent, cease to be a direct or indirect Affiliate of Johnson & Johnson
or all or  substantially  all of the assets of Indigo or any such assignee shall
be sold other than to a direct or indirect Affiliate of Johnson & Johnson,  then
Theragenics  shall  have the option to issue a notice of  termination;  and (ii)
Theragenics may, without such consent,  assign this Agreement,  including all of
Theragenics'  rights  and  obligations  hereunder,  to a  purchaser  of  all  or
substantially all of Theragenics' assets that agrees in writing to assume all of
Theragenics'  obligations under this Agreement;  provided that if such Purchaser
is a global competitor of Indigo or any Affiliate such consent will be required.
In the event of any Change of Control,  the respective rights and obligations of
Indigo and Theragenics (or any successor to or assignee of Theragenics resulting
from such Change of Control) under this  Agreement  shall continue in full force
and effect and shall be binding upon and inure to the benefit of such  successor
or assignee of Theragenics.

         (b) If Indigo desires to delegate some but not all of its duties and/or
assign some but not all of its rights  hereunder  to any  Affiliate,  Indigo and
such  Affiliate   shall  execute  and  deliver  to  Theragenics  an  undertaking
substantially  in the form of  Exhibit  H  (Affiliates  that have  executed  and
delivered  such  undertaking  are  referred to as "Delegate  Affiliates").  With
respect to the duties so  delegated  and/or  rights so assigned to any  Delegate
Affiliate and described in the undertaking  executed by such Delegate Affiliate,
Indigo  shall  have the right to  require  Theragenics  to treat  such  Delegate
Affiliate  as if it were  Indigo and accord  such  Delegate  Affiliate  the same
cooperation as is owed to Indigo  hereunder and such assigned rights  hereunder,
but such Delegate  Affiliate  shall not be deemed a third-party  beneficiary  of
this Agreement and only Indigo may enforce Theragenics'  obligations  hereunder.
Theragenics  shall likewise be entitled to look to Indigo for performance of any
duty delegated to a Delegate Affiliate.



         14.3  Notices.
         
         All  communications,  purchase orders,  invoices,  payments and notices
required or called for under this Agreement  shall be in writing,  and delivered
(a)  personally,  by national  overnight  delivery  service or by  registered or
certified first class mail,  postage prepaid or (b) by telecopier  (with receipt
confirmed), provided that a copy is sent pursuant to clause (a) of this Article,
and such notice shall be deemed given:  when delivered,  by personal delivery or
overnight  delivery  service;  or if sent by mail,  three  business  days  after
deposit in the mails; or if sent by telecopier,  when receipt is confirmed;  and
shall be addressed:

If to Indigo:

Indigo  Medical,  Inc.
4545 Creek Road
Cincinnati, Ohio 45242 
Attention:  General  Manager
Telecopier No.: (513) 483-3410

with a copy to:

Office  of General  Counsel
Johnson  & Johnson
One  Johnson & Johnson  PlazaNew
Brunswick,  New Jersey  08933
Attention:  General  Counsel  
Telecopier No.: (908)524-2788   

If   to    Theragenics:
Theragenics    Corporation    
5325    Oakbrook Parkway
Norcross,  Georgia  30093
Attention:  Bruce W.  Smith
Telecopier No.: (770)381-8447

with  a copy to:  

Powell,  Goldstein,  Frazer & Murphy 
LLP 191 Peachtree
Street  Suite  1600  
Atlanta,  Georgia  30303  
Attention:   Scott  Killingsworth
Telecopier  No: (404)  572-6999 

or such other  address or  telecopier  number as either Party may give to the 
other in writing in accordance with this Article.


         14.4  Relationship of Parties

         The  Parties  are  entering   into  this   Agreement   as   independent
contractors,  and nothing  herein is intended  or shall be  construed  to create
between the Parties a  relationship  of  principal  and agent,  partners,  joint
venturers  or  employer  and  employee.  Neither  Party shall hold itself out to
others or seek to bind or commit the other Party in any manner inconsistent with
the foregoing provisions.


         14.5  No Waiver.
        
         The  failure of either  Party to enforce at any time for any period the
provisions  of this  Agreement  shall  not be  construed  to be a waiver of such
provisions  or of the  right of such  Party  thereafter  to  enforce  each  such
provision.

         14.6  Governing Law.
        
         This  Agreement and its  performance  are to be governed by the laws of
the State of Ohio,  except that the arbitration  provisions set forth in Article
12 shall be governed by the provisions of the Federal Arbitration Act.


         14.7  Major Forces.
        
         Neither Party shall be responsible  for and the terms of this Agreement
shall be inapplicable to any defaults or delays (other than payment  defaults or
delays)  which  are  due  to  unforeseen  causes  beyond  such  Party's  control
including,   without  limitation,  the  following,  to  the  extent  beyond  the
reasonable control of the defaulting or delaying Party seeking relief under this
provision:  acts of God or public  enemy,  acts or other order of a  government,
particularly,  in the case of New Secondary Fields,  full market approval by the
FDA and,  in the case of Foreign  Jurisdictions  and/or  Secondary  Fields,  any
foreign government equivalent approval,  fire, flood or other natural disasters,
embargoes,   accidents,   explosions,   strikes  or  other  labor   disturbances
(regardless of the  reasonableness  of the demands of labor),  shortage of fuel,
power  or raw  materials,  inability  to  obtain  or  delays  of  transportation
facilities,  delays in delivery  or  construction  of  production  equipment  or
facilities,  malfunction of manufacturing equipment,  incidents of war, or other
unforeseen  events  causing the inability of a Party,  acting in good faith with
due diligence, to perform its obligations under this Agreement.  Notwithstanding
the foregoing,  failure of potential Customers to order sufficient quantities of
the Device shall not excuse failure of Indigo to meet any applicable minimums or
performance metrics.


         14.8  Publicity.

         With respect to any publicity,  neither Party shall  originate any such
publicity, news release or public announcement,  written or oral, whether to the
public or press,  stockholders or otherwise,  relating to this Agreement, to any
amendment or performances  under the Agreement,  save only such announcements as
in the opinion of counsel for the Party making such  announcement is required by
law to be made in which case such Party will (a) give the other  Party  advanced
written  notice that such  announcement  is  required  and (b) provide the other
Party  with  a   reasonable   opportunity   to  review  and  comment  upon  such
announcement.  If a Party  decides to make an additional  announcement  or other
disclosure  required by law  regarding  this  Agreement,  it will give the other
Party thirty (30) days advance  written  notice,  or any shorter  notice  period
otherwise  required  by law, of the text of the  announcement  so that the other
Party will have a  reasonable  opportunity  to review,  comment upon and approve
such announcement or disclosure prior to its issuance.

         14.9  Integration.

         The Parties have, in this Agreement,  incorporated all representations,
warranties,  covenants, commitments and understandings on which they have relied
in entering into this Agreement and, except as provided herein, the Parties make
no covenants or other  commitments to the other concerning their future actions.
Accordingly,   this  Agreement  (i)   constitutes   the  entire   agreement  and
understanding  between the Parties, and there are no promises,  representations,
conditions,  provisions or terms  relating to it other than as set forth in this
Agreement,  and (ii)  supersedes  all previous  understandings,  agreements  and
representations  between the Parties,  written or oral,  relating to the subject
matter of this  Agreement.  This  Agreement  may be altered or amended only upon
mutual written consent.

         14.10  *______________________.

         *_____________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
         14.11    No Third Party Beneficiaries.

         This  Agreement is solely for the benefit of the Parties  hereto and no
provision  of this  Agreement  shall be deemed to confer upon third  parties any
remedy,  claim,  liability,  reimbursement,  claim of action  or other  right in
excess of those existing without reference to this Agreement.



<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date above by an officer thereunto duly authorized.
          
THERAGENICS CORPORATION                                     INDIGO MEDICAL, INC.

By: /s/ M. Christine Jacobs                        By: /s/ Nicholas J. Valeriani
----------------------------                       -----------------------------
Name: M. Christine Jacobs                           Name: Nicholas J. Valeriani
 Title: President & CEO                            Title: Vice President/General
                                                               Manager 

The undersigned is executing this Agreement solely for the purpose of 
effectuating such person's guarantee set forth in Article 14.10. 

*_______________________________________
 



* This  information  has  been  redacted  and  filed separately with the 
Securities and Exchange Commission.