Exhibit
      10.2





**PERFORMANCE
      RESTRICTED STOCK RIGHTS AGREEMENT**


**PURSUANT
      TO THE THERAGENICS CORPORATION**


**[1997]
      [2000] STOCK INCENTIVE PLAN**





THIS
      AWARD is made as of the Grant Date, by Theragenics Corporation (the “Company”)
      to ____________________________________ (the “Recipient”) subject to acceptance
      by the Recipient.





Upon
      and
      subject to the Terms and Conditions attached hereto and incorporated herein
      by
      reference as part of this Agreement, the Company hereby awards as of the Grant
      Date to the Recipient, the Performance Restricted Stock Rights (the “Performance
      Restricted Stock Rights Grant”).





A.
            Grant
                Date:
                _________.





B.
            Plan
                (under which Performance Restricted Stock Rights Grant is
                granted):
                Theragenics Corporation**[1997]
                [2000]**Stock Incentive Plan.





C.
            Performance
                Restricted Stock Rights:
                ________________ Performance Restricted Stock Rights. Each Performance
                Restricted Stock Right represents the Company’s unsecured obligation to
                issue a minimum of 0.30 of one share of the Company’s common stock
                (“Common Stock”) and a maximum of two shares of the Company’s Common Stock
                as provided inExhibit
                1hereto, subject to adjustment as provided in the attached Terms and
                Conditions.








IN
      WITNESS WHEREOF, the Company and the Recipient have executed this Agreement
      as
      of the Grant Date set forth above.





RECIPIENT
            THERAGENICS
                CORPORATIONBy:__________________________________________________________[Signature]
            Title:_______________________











**TERMS
      AND CONDITIONS TO THE**


**PERFORMANCE
      RESTRICTED STOCK RIGHTS AGREEMENT**


**PURSUANT
      TO THE THERAGENICS CORPORATION**


**[1997]
      [2000] STOCK INCENTIVE PLAN**





1. Adjustment
      to Number of Performance Restricted Stock Rights for Dividends .
      If the
      Company declares a dividend (other than a stock dividend) payable to
      shareholders of Common Stock and if the dividend is payable to shareholders
      of
      record before a share certificate for Common Stock has been issued hereunder,
      the number of Performance Restricted Stock Rights shall be increased by a number
      equal to the amount of the dividend per share, multiplied by the number of
      Performance Restricted Stock Rights (before adjustment), divided by the Fair
      Market Value per share of Common Stock as of the dividend declaration
      date.





2. Tax
      Withholding .





(a) The
      Recipient must deliver to the Company, within ten (10) days after written
      notification from the Company as to the amount of the tax withholding that
      is
      due, either (i) cash, or (ii) a certified check payable to the Company, in
      the
      amount of all tax withholding obligations imposed on the Company by reason
      of
      the earning of the shares of Common Stock issuable hereunder, except as provided
      in Section 2(b), or (iii) by tendering a number of whole shares of Common Stock
      which, when multiplied by the Fair Market Value of the Common Stock on the
      date
      the Common Stock is issuable to the Recipient, is sufficient to satisfy the
      minimum amount of the required tax withholding obligations imposed on the
      Company (the “Stock Tendering Election”); provided, however, the Committee may
      in its sole discretion, disapprove and give no effect to the Stock Tendering
      Election by giving written notice to the Recipient within ten (10) days after
      receipt of the Stock Tendering Election, in which event the Recipient must
      deliver, within ten (10) days after receiving such notice, the tax withholding
      in the manner provided in clause (i) or (ii). If the Recipient does not timely
      satisfy payment of the tax withholding obligation, the Recipient will forfeit
      the Performance Restricted Stock Rights and shares of Common Stock issuable
      hereunder.




(b) In
      lieu
      of paying the tax withholding obligation as described in Section 2(a), Recipient
      may elect to have the actual number of shares of Common Stock issuable hereunder
      reduced by the number of whole shares of Common Stock which, when multiplied
      by
      the Fair Market Value of the Common Stock on the date the Common Stock is
      issuable to the Recipient, is sufficient to satisfy the minimum amount of the
      required tax obligations imposed on the Company by reason of the earning of
      the
      shares (the “Withholding Election”). Recipient may make a Withholding Election
      only if all of the following conditions are met:




(i) the
      Withholding Election must be made within ten (10) days after the Recipient
      receives written notification from the Company as to the amount of the tax
      withholding that is due (the “Tax Notice Date”), by executing and delivering to
      the Company a properly completed Notice of Withholding Election, in
      substantially the form of Exhibit
      2 attached
      hereto; and




2


(ii) any
      Withholding Election made will be irrevocable; however, the Committee may,
      in
      its sole discretion, disapprove and give no effect to any Withholding Election,
      by giving written notice to the Recipient no later than ten (10) days after
      the
      Company’s receipt of the Notice of Withholding Election, in which event the
      Recipient must deliver to the Company, within ten (10) days after receiving
      such
      notice, the amount of the tax withholding pursuant to Section 2(a).





3. Restrictions
      on Transfer of Performance Restricted Stock Rights .
      Except
      for the transfer by bequest or
      inheritance, the Recipient shall not have the right to make or permit to exist
      any transfer or hypothecation, whether outright or as security, with or without
      consideration, voluntary or involuntary, of all or any part of any right, title
      or interest in or to any Performance Restricted Stock Rights. Any such
      disposition not made in accordance with this Agreement shall be deemed null
      and
      void. Any permitted transferee under this Section shall be bound by the terms
      of
      this Agreement.





4. Change
      in Capitalization .





(a) The
      number and kind of Performance Restricted Stock Rights and the shares of Common
      Stock issuable pursuant thereto shall be proportionately adjusted for any
      increase or decrease in the number of issued shares of Common Stock resulting
      from a subdivision or combination of shares or the payment of a stock dividend
      in shares of Common Stock to holders of outstanding shares of Common Stock
      or if
      any other increase or decrease in the number of shares of Common Stock
      outstanding is effected without receipt of consideration by the Company. No
      fractional shares shall be issued in making such adjustment.





(b) In
      the
      event of a merger, consolidation, extraordinary dividend, spin-off, sale of
      substantially all of the Company’s assets or other material change in the
      capital structure of the Company, or a tender offer for shares of Common Stock,
      or other reorganization of the Company, the Committee shall take such action
      to
      make such adjustments with respect to the Performance Restricted Stock Rights
      as
      it, in its sole discretion, determines in good faith is necessary or
      appropriate, including, without limitation, adjusting the number and class
      of
      securities subject to the Agreement, substituting cash, other securities, or
      other property to replace the Performance Restricted Stock Rights, or removing
      of restrictions on the issuance of Common Stock pursuant to the Performance
      Restricted Stock Rights.





(c) All
      determinations and adjustments made by the Committee pursuant to this Section
      will be final and binding on the Recipient. Any action taken by the Committee
      need not treat all recipients of awards under the Plan equally.





(d) The
      existence of the Plan and the Performance Restricted Stock Rights Grant shall
      not affect the right or power of the Company to make or authorize any
      adjustment, reclassification, reorganization or other change in its capital
      or
      business structure, any merger or consolidation of the Company, any issue of
      debt or equity securities having preferences or priorities as to the Common
      Stock or the rights thereof,


3


the
      dissolution or liquidation of the Company, any sale or transfer of all or part
      of its business or assets, or any other corporate act or
      proceeding.





5. Governing
      Laws .
      This
      Agreement shall be construed, administered and enforced according to the laws
      of
      the State of Georgia; provided, however, no shares of Common Stock shall be
      issued except, in the reasonable judgment of the Committee, in compliance with
      exemptions under applicable state securities laws of the state in which
      Recipient resides, and/or any other applicable securities laws.





6. Successors .
      This
      Agreement shall be binding upon and inure to the benefit of the heirs, legal
      representatives, successors, and permitted assigns of the parties.





7. Notice .
      Except
      as otherwise specified herein, all notices and other communications under this
      Agreement shall be in writing and shall be deemed to have been given if
      personally delivered or if sent by registered or certified United States mail,
      return receipt requested, postage prepaid, addressed to the proposed recipient
      at the last known address of the recipient. Any party may designate any other
      address to which notices shall be sent by giving notice of the address to the
      other parties in the same manner as provided herein.





8. Severability .
      In the
      event that any one or more of the provisions or portion thereof contained in
      this Agreement shall for any reason be held to be invalid, illegal, or
      unenforceable in any respect, the same shall not invalidate or otherwise affect
      any other provisions of this Agreement, and this Agreement shall be construed
      as
      if the invalid, illegal or unenforceable provision or portion thereof had never
      been contained herein.





9. Entire
      Agreement .
      Subject
      to the terms and conditions of the Plan, this Agreement expresses the entire
      understanding and agreement of the parties with respect to the subject matter.





10. Specific
      Performance .
      In the
      event of any actual or threatened default in, or breach of, any of the terms,
      conditions and provisions of this Agreement, the party or parties who are
      thereby aggrieved shall have the right to specific performance and injunction
      in
      addition to any and all other rights and remedies at law or in equity, and
      all
      such rights and remedies shall be cumulative.





11. No
      Right to Continued Retention .
      Neither
      the establishment of the Plan nor the award of Performance Restricted Stock
      Rights hereunder shall be construed as giving Recipient the right to continued
      service with the Company or an Affiliate.





12. Headings
      and Capitalized Terms .
      Paragraph headings used herein are for convenience of reference only and shall
      not be considered in construing this Agreement. Capitalized
      terms used, but not defined, in this Agreement shall be given the meaning
      ascribed to them in the Plan.





13 Definitions .
          As used
          in these Terms and Conditions and this Agreement:


4


“ Cause ”
      shall
      have the meaning set forth in the employment agreement then in effect between
      the Recipient and the Company, or, if there is none, then Cause shall mean
      the
      occurrence of any of the following events: (i) willful and continued
      failure (other than such failure resulting from his incapacity during physical
      or mental illness) by the Recipient to substantially perform his duties with
      the
      Company or an Affiliate; (ii) conduct by the Recipient that amounts to willful
      misconduct or gross negligence; (iii) any act by the Recipient of fraud,
      misappropriation, dishonesty, embezzlement or similar conduct against the
      Company or an Affiliate; (iv) commission by the Recipient of a felony
      or
      any other crime involving dishonesty; or (v) illegal use by the Recipient
      of alcohol or drugs.





“ Change
      in Control ”
      means
      any one of the following events which occurs following the Grant
      Date:





( 1 ) the
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of voting securities of the
      corporation where such acquisition causes such person to own thirty-five percent
      (35%) or more of the combined voting power of the then outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors (the “Outstanding Company Voting Securities”); provided, however, that
      for purposes of this Subsection (1), the following acquisitions shall not be
      deemed to result in a Change in Control: (i) any acquisition directly from
      the
      Company, (ii) any acquisition by the Company, (iii) any acquisition
      by
      any employee benefit plan (or related trust) sponsored or maintained by the
      Company or any corporation controlled by the Company or (iv) any
      acquisition by any corporation pursuant to a transaction that complies with
      clauses (i), (ii) and (iii) of Subsection (3) below; and provided, further,
      that
      if any Person’s beneficial ownership of the Outstanding Company Voting
      Securities reaches or exceeds thirty-five percent (35%) as a result of a
      transaction described in clause (i) or (ii) above, and such Person subsequently
      acquires beneficial ownership of additional voting securities of the Company,
      such subsequent acquisition shall be treated as an acquisition that causes
      such
      Person to own thirty-five percent (35%) or more of the Outstanding Company
      Voting Securities; or





( 2 ) individuals
      who as of the date hereof, constitute the Board of Directors (the “Incumbent
      Board”) cease for any reason to constitute at least a majority of the Board of
      Directors; provided, however, that any individual becoming a director subsequent
      to the date hereof whose election, or nomination for election by the Company’s
      shareholders, was approved by a vote of at least two-thirds of the directors
      then comprising the Incumbent Board shall be considered as though such
      individual were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as a
      result of an actual or threatened election contest with respect to the election
      or removal of directors or other actual or threatened solicitation of proxies
      or
      consents by or on behalf of a Person other than the Board of Directors;
      or


5





( 3 ) the
      approval by the shareholders of the Company of a reorganization, merger or
      consolidation or sale or other disposition of all or substantially all of the
      assets of the Company (“Business Combination”) or, if consummation of such
      Business Combination is subject, at the time of such approval by shareholders,
      to the consent of any government or governmental agency, the obtaining of such
      consent (either explicitly or implicitly by consummation); excluding, however,
      such a Business Combination pursuant to which (i) all or substantially all
      of
      the individuals and entities who were the beneficial owners of the Outstanding
      Company Voting Securities immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 60% of, respectively, the
      then outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the election
      of
      directors, as the case may be, of the corporation resulting from such Business
      Combination (including, without limitation, a corporation that as a result
      of
      such transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Company Voting Securities, (ii) no Person
      (excluding any employee benefit plan (or related trust) of the Company or such
      corporation resulting from such Business Combination) beneficially owns,
      directly or indirectly, thirty-five percent (35%) or more of, respectively,
      the
      then outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding voting
      securities of such corporation except to the extent that such ownership existed
      prior to the Business Combination and (iii) at least a majority of the
      members of the board of directors of the corporation resulting from such
      Business Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board, providing
      for
      such Business Combination; or





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





Notwithstanding
      the foregoing, no Change in Control shall be deemed to have occurred for
      purposes of this Agreement by reason of any actions or events in which the
      Recipient participates in a capacity other than in his capacity as an employee
      or director of the Company or an Affiliate.





“ Disability ”
      shall
      have the meaning set forth in the employment agreement between the Recipient
      and
      the Company, or if there is none, then Disability means the inability of the
      Recipient to perform any of his duties for the Company and its Affiliates due
      to
      a physical, mental, or emotional impairment, as determined by an independent
      qualified physician (who may be engaged by the Company), for a ninety (90)
      consecutive day period or for an aggregate of one hundred eighty (180) days
      during any three hundred sixty-five (365) day period.





6








**EXHIBIT
      1**





**SCHEDULE
      OF SHARES OF COMMON STOCK TO BE ISSUED**








A.
            The
                number of Shares of Common Stock to be issued to the Recipient for
                each
                Performance Restricted Stock Right will be determined as follows:





**Company
                Total**
              **Shareholder
                Return Peer**
              **Percentile
                Raking**
            **Number
                of Shares of Common Stock to be**
              **issued
                for each Performance Restricted**
              **Stock
                Right**> **85****th**
              
              **> 75****th****to < 85****th**
              
              **> 50****th****to < 75****th**
              
              **<  30****th****to < 50****th******
            2
              
              *
                1.5
              
              *
                1
              
              *
                0.30





*
                Plus a number of shares of Common Stock for each Performance Restricted
                Stock Right determined by interpolation for Company Total Shareholder
                Return Peer Percentile Ranking that falls between 30thand 50th,
                50thand 75th,
                or 75thand 85th.
                (For example, a Company Total Shareholder Return Peer Percentile
                Ranking
                of 40thwould result in 0.65 of one share of Common Stock to be issued for
                each
                Performance Restricted Stock
                Right.)





B.
            “Company
                Total Shareholder Return Peer Percentile” shall mean the percentile
                ranking of the Company’s total shareholder return for the period beginning**January
                1, 200__**,
                and ending**December
                31, 200__**,
                as compared to the total shareholder return (where publicly available)
                for
                each of the following peer companies: ArQule, Inc., Cell Genesys,
                Inc.,
                Corixa Corporation, Digene Corporation, Oscient Pharmaceuticals
                Corporation, Hybridon, Inc., Ilex Oncology, Inc., Medarex, Inc.,
                Mentor
                Corporation, Myriad Genetics, Inc., Neogen Corporation, North American
                Scientific, Inc., Novoste Corporation, Nuvelo, Inc., OSI Pharmaceuticals,
                Inc., Protein Design Labs, Inc., Quidel Corporation, Synovis Life
                Technologies, Inc., Third Wave Technologies, Inc., Transkaryotic
                Therapies, Inc., Xoma Ltd., Zymogenetics, Inc. In the event that
                any of
                the above companies ceases to exist, shall cease to be a peer company
                (as
                determined by the Committee in its sole discretion), or shall be
                merged
                into another company, the Committee may make such adjustment to the
                list
                of peer companies as it determines in its sole discretion to be
                appropriate. Total shareholder return will be determined using a
                consistent methodology determined in the sole discretion of the
                Committee.





C.
            A
                portion of the shares of Common Stock determined pursuant to the
                preceding
                schedule determined based on Company Total Shareholder Return for
                the
                period beginning**January
                1, 200__**,
                and ending**December
                31, 200__**,
                will be issued to the Recipient if the







Recipient
      ceases to perform services before **December
      31, 200__** as an
      employee of the Company or an Affiliate due to the Recipient’s death,
      Disability, retirement upon or after reaching age 65, or termination of
      employment by the Company or an Affiliate without Cause. Such portion shall
      be
      equal to the number of shares of Common Stock determined pursuant to the
      preceding schedule or pursuant to Item D, as applicable, multiplied by a
      fraction, the numerator of which is the number of days of the Recipient’s
      employment by the Company and its Affiliates from and including **January
      1, 200__** ,
      through
      the date of death, disability, retirement upon or after reaching age 65 or
      termination of employment by the Company or an Affiliate without Cause, and
      the
      denominator of which is the number of days from and including **January
      1, 200__** through **December
      31, 200__** (provided
      that in any such event, the Committee of the Board of Directors may, in its
      sole
      discretion provide by written resolution that a greater portion of the shares
      shall be issued). Fractional shares will be disregarded and will not be
      issued.




D.
            Notwithstanding
                any other provision of this Schedule, if a Change in Control occurs
                before**December
                31, 200_**and (1) the Recipient remains an employee of the Company or
                an
                Affiliate until the occurrence of the Change in Control, then one
                share of
                Common Stock will be issuable as of the date of the Change in Control
                for
                each Performance Restricted Stock Right and the Performance Restricted
                Stock Rights will terminate as of such date, and (2) in the
                case of a
                Recipient who as of the date of the Change in Control is described
                in
                Subsection C above, then a fraction (determined in accordance with
                Subsection C above) of one share of Common Stock will be issuable
                as of
                the date of the Change in Control for each Performance Restricted
                Stock
                Right and the Performance Restricted Stock Rights will terminate
                as of
                such date.




E.
            All
                Performance Restricted Stock Rights as to which the events have not
                occurred requiring shares of Common Stock to be issued as of the
                Recipient’s cessation of services as an employee of the Company or an
                Affiliate shall be forfeited. If the events have occurred requiring
                shares
                of Common Stock to be issued to a Recipient prior to the Recipient’s
                cessation of services as an employee of the Company or an Affiliate,
                the
                shares of Common Stock shall be issued to the Recipient even if the
                Recipient’s employment terminates for any reason before the number of
                shares of Common Stock to be issued has been determined.





F.
            If
                a Recipient is entitled to shares of Common Stock pursuant to this
                schedule, a share certificate shall be issued as soon as reasonably
                practicable after the Company determines the number of shares to
                be
                issued.











**EXHIBIT
      2**








**NOTICE
      OF WITHHOLDING ELECTION**


**PURSUANT
      TO THERAGENICS CORPORATION**


**2000
      STOCK INCENTIVE PLAN**








TO:
              Theragenics
                  Corporation
                Attention: Chief Financial
                  Officer
 
 FROM:
              _________________________
 
 RE:
              Withholding
                  Election





This
      election relates to the Performance Restricted Stock Rights Grant identified
      in
      Paragraph 3 below. I hereby certify that:




(1) My
      correct name and social security number and my current address are set forth
      at
      the end of this document.




(2) I
      am
      (check one, whichever is applicable).




[ 
                ]
            the
                original recipient of the Performance Restricted Stock Rights
                Grant.




[
                 ]
            the
                legal representative of the estate of the original recipient of the
                Performance Restricted Stock Rights
                Grant.




[ 
                ]
            a
                legatee of the original recipient of the Performance Restricted Stock
                Rights Grant.




[
                 ]
            the
                legal guardian of the original recipient of the Performance Restricted
                Stock Rights Grant.




(3) The
      Performance Restricted Stock Rights Grant pursuant to which this election
      relates was issued with a Grant Date of __________________ under the Theragenics
      Corporation **[1997]
      [2000]** Stock
      Incentive Plan (the “Plan”) in the name of _________________ for a total of
      ______________ shares of Common Stock. This election relates to ______ shares
      of
      Common Stock issuable with respect to the Performance Restricted Stock Rights,
      provided that the numbers set forth above shall be deemed changed as appropriate
      to reflect stock splits and other adjustments contemplated by the applicable
      Plan provisions.





(4) I
      hereby
      elect to have certain of the shares withheld by the Company for the purpose
      of
      having the value of the shares applied to pay federal, state and local, if
      any,
      taxes arising from the exercise.








The
      fair
      market value of the shares to be withheld in addition to $_________ in cash
      to
      be tendered to the Company by the recipient of the Performance Restricted Stock
      Rights Grant shall be equal to the minimum statutory tax withholding requirement
      under federal, state and local law in connection with the exercise.





(5) This
      Withholding Election is made no later than ten (10) days after the Tax Notice
      Date and is otherwise timely made pursuant to the Plan.





(6) I
      further
      understand that, if this Withholding Election is not disapproved by the
      Committee, the Company shall withhold from the Common Stock a whole number
      of
      shares of Common Stock having the value specified in Paragraph 4
      above.





(7) The
      Plan
      has been made available to me by the Company, I have read and understand the
      Plan and I have no reason to believe that any of the conditions therein to
      the
      making of this Withholding Election have not been met. Capitalized terms used
      in
      this Notice of Withholding Election without definition shall have the meanings
      given to them in the Plan.








Dated:___________________________________





Signature:________________________________




Name
      (Printed)





______________________________


Street
      Address





______________________________


City,
      State, Zip Code