Exhibit 10.4


    
      

    

    Exhibit
      10.4

    


      


       

      BORROWER
        PARTY JOINDER AGREEMENT

       

      THIS
        BORROWER PARTY JOINDER AGREEMENT (this "Agreement") is made as of May 6,
        2005,
        among Theragenics Corporation, a Delaware corporation, (the "Original
        Borrower"), C.P. Medical Corporation, an Oregon corporation (the "Additional
        Borrower") and Wachovia Bank, National Association, successor by merger to
        SouthTrust Bank (the "Bank");

       

      W
        I T N E
        S S E T H

       

      WHEREAS,
        the Bank and the Original Borrower are parties to that certain Credit Agreement
        dated as of October 29,2003 (as amended, restated, supplemented or otherwise
        modified from time to time, the "Credit Agreement"; unless otherwise defined
        herein, all capitalized terms shall have the meanings given in the Credit
        Agreement), providing, subject to the terms and conditions thereof, for
        extensions of credit to be made by the Bank to the Original
        Borrower;

       

      WHEREAS,
        the Original Borrower has agreed to purchase all of the issued and outstanding
        capital stock of the Additional Borrower and, as result thereof, the Original
        Borrower and the Additional Borrower are required by the terms of the Credit
        Agreement to execute this Agreement in order for the Additional Borrower
        to
        become a party to the Credit Agreement; and

       

      WHEREAS,
        in consideration of the Bank's commitment to make the credit facilities under
        the Credit Agreement available to the Original Borrower and the Additional
        Borrower, and in consideration of the support that the Original Borrower
        has
        provided and may in the future provide to the Additional Borrower, each of
        the
        parties hereto is willing to execute and deliver this Agreement to provide
        for
        the Additional Borrower to become a "Borrower" under the Credit Agreement
        and to
        amend certain provisions of the Credit Agreement;

       

      NOW,
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree as follows:

      


      SECTION
        1. Amendments to the Credit Agreement. (a) Section 1.1 of the Credit
        Agreement is hereby amended as set forth below:

      


      (i)
        The
        definition of the term "Asset Disposition" is hereby amended and restated
        in its entirety and replaced as set forth below:

       

      "Asset
        Disposition" means any sale, assignment, lease transfer or other disposition
        of any assets, business units or other properties (including any interests
        in
        property or securities), excluding (i) sales of inventory in the Ordinary
        Course
        of Business, (ii) any intercompany sale, assignment, transfer or other
        disposition of any assets between Borrower and any other Borrower, and (iii)
        the
        sale or exchange of used, obsolete, worn out or surplus equipment to the
        extent
        (x) the proceeds of such sale are applied towards, or such equipment is
        exchanged for, similar replacement equipment, or (y) such equipment is no
        longer
        useful for the operations in the Ordinary Course of Business.

      


      (ii)
        The
        definition of the term "Borrower" is hereby amended and restated in its
        entirety and replaced as set forth below:

       

      "Borrower"
        means, individually and collectively, Theragenics Corporation, a Delaware
        corporation, and C.P. Medical Corporation, an Oregon corporation, jointly
        and
        severally. 

       

       

      
        
          -1-

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      (iii)
        The
        following new definition is added to Section 1.1 of the Credit Agreement
        in its
        appropriate alphabetical order:

      


      "Borrowing
        Agent" has the meaning ascribed to such term in Section 2.8.

       

      (iv)
        The
        definition of "Material Adverse Effect" is hereby amended and restated in
        its entirety as set forth below:

      


      "Material
        Adverse Effect" means a material adverse effect on (a) the business,
        condition (financial or otherwise), operations, performance, properties or
        prospects of the Borrower and the other Borrower Parties, taken as a whole,
        (b)
        the ability of the Borrower and the other Borrower Parties to perform their
        Obligations under any Loan Document to which they are or are to be a party,
        or
        (c) the priority of any Lien of Bank relating to a material part of the
        Collateral as provided under the terms of any Security Document.

      


      (v)
        The
        definition of  "Note" is
        hereby
        amended and restated in its entirety as set forth below:

      


      "Note"
        means,
        individually and collectively, (i) each Line of Credit Note from each Borrower
        issued to the Bank in the principal amount of $40,000,000.00,
        provided that the issuance of separate Line of Credit Notes from each Borrower
        shall not be deemed to increase the Loan Amount or the Loan Commitment in
        excess
        of $40,000,000.00 in the aggregate; and (ii) and includes any amendment to
        or
        modification or restatement of such Line of Credit Notes and any other
        promissory note given in extension or renewal of, or in substitution for,
        such
        Line of Credit Notes.

      


      (vi)
        The
        definition of the term "Permitted Indebtedness" is hereby amended by
        deleting the word "and" at the end of clause (E) thereof, by re-designating
        clause (F) thereof as clause (G), and by inserting the following new clause
        (F)
        immediately preceding such clause (G):

       

      (F)
        Intercompany Indebtedness from any Borrower to another Borrower, and vice
        versa.

      


      (vii)
        The
        definition of the term "Permitted Investment" is hereby amended by
        deleting the word "and" at the end of clause (G) thereof, by re-designating
        clauses (H)and
        (I)
        thereof as clauses (I) and (J), respectively, and by inserting the following
        new
        clause (H)
        immediately preceding such clause (I):

      


      (H)
        Investments by any Borrower to another Borrower, and vice versa.

      


      (viii)
        The definition of the terms "Solvent" and "Solvency" is hereby
        amended by adding the following parenthetical immediately after the word
        "that"
        in the first line thereof "(after giving effect to any rights of contribution,
        reimbursement or indemnification to which such Person may be entitled by
        contract or otherwise)".

      


      (b)         
        The Credit Agreement is hereby further amended as follows:

      


      
        
          (i) 
            the
            term
            "Revolving Loan Maturity Date" used in the definition of "Advancement
            Termination Date" is amended to read "Maturity Date".

           

        

      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      (ii)
        Section 6.1 of the Credit Agreement is hereby amended and restated in its
        entirety as set forth below:

      


      6.1.
        Borrowers' Existence. Each Borrower is a corporation duly organized,
        existing and in good standing under the laws of the Jurisdiction of its
        incorporation, is duly qualified and in good standing as a foreign corporation
        in each Jurisdiction where the nature of its business or the ownership of
        its
        properties requires it to be so qualified, and has full corporate power and
        authority to consummate the transactions contemplated by this
        Agreement.

      


      (iii)
        Section 7.1(C) of the Credit Agreement is hereby amended by replacing the
        word
        "Party" in clause (4) thereof with the word "Borrower".

       

      (iv)
        Section 7.2(C) of the Credit Agreement is hereby amended and restated in
        its
        entirety and replaced as set forth below:

      


      (C)
        Asset Dispositions. Borrower will not make any Asset Disposition other
        than Permitted Transfers of Assets.

      


      (v)
        The
        phrase "in an amount $250,000 in the aggregate" in Section 7.2(F) is amended
        to
        read "in
        an
        amount
        not exceeding $250,000 in the aggregate".

      


      (vi)
        The
        brackets contained in Section 9.1(B) are deleted without affecting the remainder
        of the text that is inside and outside of such deleted brackets.

      


      (vii)
        References to financial statements to be delivered under the terms of Section
        7.l(c) shall refer to such financial statements on a consolidated basis and,
        upon request by the Bank, Borrower agrees to provide any such unaudited
        financial statements on a consolidating basis.

       

      (viii)
        Financial covenants under the terms of Section 7.3(A) shall be calculated
        on a
        consolidated basis.

      


      (c)
        The
        Credit Agreement is hereby further amended by adding the following new Sections
        2.8, 2.9, 2.10, 2.11, 2.12 and 2.13 at the end of Article II:

      


      2.8         
        Multiple
        Borrowers; Borrowing Agent. All covenants and indemnities of any Borrower
        set forth in the Loan Documents shall be joint and several obligations of
        all
        Borrowers. All representations and warranties of Borrower shall be deemed
        representations and warranties made by each Borrower, unless the context
        expressly provides otherwise. Each Borrower hereby irrevocably appoints
        Theragenics Corporation as borrowing agent for each Borrower ("Borrowing
        Agent"), and Borrowing Agent shall act under this Agreement as the agent
        and
        representative of itself and each other Borrower for all purposes under this
        Agreement, including requesting borrowings, selecting whether any Loan or
        portion thereof is to bear interest as a Base Rate borrowing
        or a LIBOR Rate Borrowing, and receiving account statements and other notices
        and communications
        to any Borrower from Bank. No notice to a Borrower shall be effective
        unless the
        same
        is given (or a copy thereof is given) to the Borrowing Agent. Bank may rely,
        and
        shall be
        fully
        protected in relying, on any notice or request for any Loan or Letter of
        Credit, disbursement
        instructions, reports, information or any other notice or communication made
        or given
        by
        Borrowing Agent, whether in its own name, on behalf of any individual Borrower
        or on behalf
        of
        each Borrower, and Bank shall have no obligation to make any inquiry or request
        any confirmation
        from or on behalf of any other Borrower as to the binding effect on such
        Borrower

       

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      of
        any
        such request, instruction, report, information, notice or communication,
        nor
        shall the joint and
        several character of each Borrower's liability for the Obligations be
        affected.

       

      2.9         
        All
        Loans Constitute One Obligation; Joint and Several Liability. The Loans
        and all
        other
        Obligations shall constitute one general obligation of each Borrower, jointly
        and severally,
        on a combined basis and shall be secured by Bank's Lien (if any) upon all
        of
        the Collateral
        (subject to the limitations in Section 8.1(C)). Each Borrower has requested
        that
        Bank make
        available the Loans and Letters of Credit to each Borrower to finance their
        mutual and collective
        enterprises. In order to utilize the financial powers of each Borrower on
        a
        combined basis
        and
        in the most efficient and economical manner, and in order to facilitate the
        financing of each
        Borrower's needs, Bank will make Loans to, and issue Letters of Credit on
        behalf
        of, each Borrower
        on a combined basis and in accordance with the provisions herein set forth.
        The businesses
        of each Borrower are a mutual and collective enterprise, and each Borrower
        believes that
        the
        consolidation of all Obligations under this Agreement will enhance the
        aggregate borrowing
        powers of each Borrower and ease the administration of their credit relationship
        with Bank,
        all
        to the mutual advantage of each Borrower. Bank's willingness to extend credit
        to
        each Borrower
        and to administer the Collateral therefor, on a combined basis as more fully
        set
        forth in this
        Agreement, is done solely as an accommodation to each Borrower and at their
        request in furtherance
        of their mutual and collective enterprise. Each Borrower shall be liable
        for, on
        a joint and
        several basis, and hereby guarantees the timely payment by each Borrower
        of, all
        of the Loans
        and
        other Obligations, regardless of which Borrower actually may have received
        the proceeds
        of any Loan or the benefit of any Letter of Credit hereunder or the amount
        of
        such Loans
        received or the manner in which Bank accounts for such Loans or Letters of
        Credit on its books
        and
        records, it being acknowledged and agreed that Loans to, or Letters of Credit
        issued on behalf
        of, any Borrower inure to the mutual benefit of each Borrower and that Bank
        is
        relying on the
        joint
        and several liability of each Borrower in extending the Loans and issuing
        Letters of Credit
        hereunder. Each Borrower hereby unconditionally and irrevocably agrees that
        upon default
        in the payment when due (whether at stated maturity, by acceleration or
        otherwise) of any principal
        of, or interest owed on, any of the Loans or other Obligations, such Borrower
        shall forthwith
        pay the same, without notice or demand, if such default is not cured within
        any applicable
        grace period.

      


      2.10         
        Unconditional Nature of Liability. Each Borrower's joint and several
        liability hereunder
        with respect to, and guaranty of, the Loans and other Obligations shall,
        to the
        fullest extent
        permitted by applicable law, be unconditional, irrespective of (i) the
        validity, enforceability,
        avoidance or subordination of any of the Obligations or of any promissory
        note
        or other
        document evidencing all or any part of the Obligations, (ii) the absence
        of any
        attempt to collect
        any of the Obligations from any other obligor or any Collateral or other
        security therefor, or
        the
        absence of any other action to enforce the same, (iii) the waiver, consent,
        extension, forbearance,
        granting of any indulgence or departure from any Loan Document provision
        by Bank
        with
        respect to any of the Obligations or any instrument or agreement evidencing
        or securing
        the payment of any of the Obligations, or any other agreement now or hereafter
        executed by
        any
        other Borrowers and delivered to Bank, (iv)
        the
        failure by Bank to take any steps to perfect
        or maintain the perfected status of any security interest in or Lien upon,
        or to
        preserve its rights
        to,
        any
        of
        the Collateral or other security for the payment or performance of any of
        the Obligations,
        or Bank's release or exchange of any Collateral or of its Liens upon any
        Collateral, (v)
        Bank's election, in any proceeding instituted under the Bankruptcy Code,
        for the
        application of
        Section 111l(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of
        a
        security interest by
        any
        other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy
        Code, (vii) the
        release or compromise, in whole or in part, of the liability of any Borrower,
        any guarantor, any
        surety or any other obligor for the payment of any of the Obligations, (viii)
        any amendment

       

       

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      or
        modification of any of the Loan Documents or waiver of any Default or Event
        of
        Default thereunder
        (but subject to the terms of such amendment, modification or waiver), (ix)
        any increase
        in the amount of the Obligations beyond any limits imposed herein or in the
        amount of any
        interest, fees or other charges payable in connection therewith, or any decrease
        in the same, (x)
        the
        disallowance of all or any portion of Bank's claims against another Borrower
        for
        the repayment
        of any of the Obligations under Section 502 of the Bankruptcy Code, or (xi)
        any
        other circumstance
        that might constitute a legal or equitable discharge or defense of any Borrower,
        any guarantor,
        any surety or any other obligor as
        a
        result
        of their status as
        a
        guarantor, surety or other obligor
        under law or equity. At any time an Event of Default exists, Bank may proceed
        directly and
        at
        once, without notice to any Borrower, any guarantor, any surety or any other
        obligor, against
        any Borrower, any guarantor, any surety or any other obligor to collect and
        recover all or any
        part
        of the Obligations, without first proceeding against any other Borrower,
        guarantor, surety or
        other
        obligor or against any Collateral or other security for the payment or
        performance of any of
        the
        Obligations, and each Borrower waives any provision that might otherwise
        require
        any Bank
        under applicable law to pursue or exhaust its remedies against any Collateral
        or
        any Borrower,
        any guarantor, any surety or any other obligor before pursuing such Borrower,
        such guarantor,
        such surety or such other obligor. Each Borrower consents and agrees that
        Bank
        shall be
        under
        no obligation to marshal any assets in favor of any Borrower, any guarantor,
        any
        surety or
        any
        other obligor or against or in payment of any or all of the
        Obligations.

      


      2.11
        No Reduction in Liability for Obligations. No payment or payments made by
        a Borrower,
        guarantor, surety or other obligor or received or collected by Bank from
        a
        Borrower or any
        other
        Person by virtue of any action or proceeding or any setoff or appropriation
        or application
        at any time or from time to time in reduction of or in payment of the
        Obligations shall be
        deemed
        to modify, reduce, release or otherwise affect the liability of any Borrower,
        guarantor, surety
        or
        other obligor under this Agreement or any Loan Document, each of which shall
        remain jointly
        and severally liable for the payment and performance of all outstanding Loans
        and other Obligations
        until the Obligation are paid in full, the Loan Commitment is terminated
        and
        all Letters
        of Credit have terminated, or Bank has been provided with either cash collateral
        or a back-up
        letter of credit as provided in Section 2.13 hereof.

      


      2.12
        Subordination. Each Borrower hereby subordinates any claims, including
        any right
        of
        payment, subrogation, contribution and indemnity, that it may have from or
        against any Borrower,
        any guarantor, any surety or any other obligor, and any successor or assignee
        of
        any other
        Borrower, any guarantor, any surety or other obligor, including any trustee,
        receiver or debtor-in-possession,
        howsoever arising, due or owing or whether heretofore, now or
        hereafter existing,
        to the payment in full of all of the Obligations; provided, however, that
        any
        Borrower may
        make
        payments to another Borrower (a) for goods and services and (b) so long as
        no
        Event of
        Default is in existence at such time or after giving effect thereto, as
        repayments of Permitted Investments
        made by the payee in the payor.

      


      2.13
        Termination of Loan Commitment. Upon at least ten (10) Business Days
        prior written
        notice to Bank, Borrower (acting through Borrowing Agent) may, at its option,
        terminate this
        Agreement and the Loan Commitment in its entirety, but not partially; provided
        however, no such
        termination by Borrower shall be effective until the full, final and
        indefeasible payment of the
        Obligations in cash or immediately available funds and in the case of any
        Obligations consisting
        of contingent obligations, Bank's receipt of either cash or a direct pay
        letter
        of credit naming
        Bank as beneficiary and in form and substance and from an issuing bank
        acceptable to Bank,
        in
        each case in an amount not less than 105% of the aggregate amount of all
        such
contingent
        obligations.

       

      
 

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

      SECTION
        2.         
Joinder of
        Additional Borrower as a Borrower under the Credit Agreement.
        The Additional
        Borrower hereby becomes a party to the Credit Agreement and agrees to become
        obligated and
        liable as a Borrower under and as defined in the Credit Agreement for the
        payment and performance of
        all of
        the Obligations and agrees that each of the representations, warranties,
        covenants, waivers and each
        of
        the other terms and provisions of the Credit Agreement (as amended hereby)
        shall
        be the valid and
        binding obligations of the Additional Borrower as if the Additional Borrower
        had
        executed and delivered
        the same on the date of the Credit Agreement (except that representations
        and
        warranties of Additional
        Borrower shall be deemed initially made as of the effective date of this
        Agreement), the Credit Agreement
        being incorporated herein by reference. In furtherance thereof, the Additional
        Borrower hereby
        restates in part, and confirms that it is bound by the provisions of, Section
        8.1(A) of the Credit Agreement.
        Effective as of the occurrence of any Trigger Event and upon the giving of
        a
        Trigger Event Notice,
        and without any other action being required by any Person, as security for
        the
        prompt satisfaction of
        all
        Obligations, the Additional Borrower hereby assigns, transfers and sets over
        to
        Bank all of the Additional
        Borrower's Interest in and to, and grants Bank a Lien on, upon and in the
        Collateral, all upon the
        terms
        and subject to the conditions and limitations set forth in the Credit
        Agreement.

      


      SECTION
        3.         
        Notices.
        All notices, requests and other communications to any party
        hereunder or
        under
        the Credit Agreement shall be given or made in accordance with the provisions
        of
        Section 11.1 of
        the
        Credit Agreement and the address for the Additional Borrower for such notices
        under Section 11.1 shall
        be
        its address provided under its signature below.

      


      SECTION
        4.         
Conditions
        Precedent. This Agreement shall (a) become effective upon the occurrence
        of each of the following: (i) execution and delivery to the Bank of (1) this
        Agreement by each party
        hereto and a $40,000,000 Line of Credit Note by the Additional Borrower
        substantially in the form executed
        and delivered by the Original Borrower at the Closing, (2) a Borrower's Closing
        Certificate from
        the
        Additional Borrower, (3)
        a
        certificate of an officer of the Additional Borrower certifying as
        to the
        incumbency and signatures of such officer of the Additional Borrower signing,
        as
        applicable, this Agreement
        and any other Loan Documents executed on the date hereof, (4) a written opinion
        of counsel to
        the
        Additional Borrower, dated as of the date of this Agreement and addressed
        to
        Bank, in form and substance
        acceptable to Bank with respect to this Agreement and the consummation of
        the
        transactions (the
        "Stock Purchase") contemplated by the Stock Purchase Agreement (defined below);
        and (ii) delivery to
        the
        Bank of (1) a copy of the resolutions of the Additional Borrower's board
        of
        directors authorizing the
        execution, delivery and performance of this Agreement, the Line of Credit
        Note,
        and any other Loan Document
        executed by the Additional Borrower on the date hereof, (2) a copy, certified
        as
        of the most recent
        date practicable by the secretary of state (or similar Governmental Authority)
        of the state, province, or
        other
        Jurisdiction where the Additional Borrower is organized, of the Additional
        Borrower's Organizational
        Documents filed with such secretary of state (or similar Governmental
        Authority), (3)
        a copy
        of
        the Additional Borrower's other Organizational Documents, (4) a certificate,
        as
        of the most recent date
        practicable, of the secretary of state (or similar appropriate Governmental
        Authority) and department of
        revenue or taxation (or similar appropriate Governmental Authority) of each
        Jurisdiction in which the Additional
        Borrower is organized as to the existence and good standing of the Additional
        Borrower within
        such Jurisdiction (unless such Governmental authorities do not issue such
        certificates of existence and/or
        good standing), and a certificate, as of the most recent date practicable,
        of
        the secretary of state (or similar
        appropriate Governmental Authority) of each state where any of the Collateral
        is
        located as to the qualification
        and good standing of the Additional Borrower as a foreign entity doing business
        in each such
        state (unless such Governmental Authorities do not issue such certificates
        of
        existence and/or good standing),
        (5) lien search reports showing no Liens, except for the Permitted Liens,
        against the assets of, or
        the
        stock issued by, the Additional Borrower, (6) evidence satisfactory to Bank
        that
        the Additional Borrower
        has obtained all insurance policies as required under the Credit Agreement,
        together with evidence
        satisfactory to Bank that all premiums therefor have been paid and that all
        such
        policies are in full
        force and effect, (7) an executed copy of the Stock Purchase Agreement (and
        all
        exhibits, schedules

       

       

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

         

      

      and
        amendments thereto) between the Original Borrower and the owners of the capital
        stock of the Additional
        Borrower (the "Stock Purchase Agreement"), and (8) receipt and approval by
        Bank
        of any other
        items reasonably required to be provided to Bank, and not otherwise set forth
        above, and (b) after becoming
        effective, be deemed to be executed and delivered simultaneously with the
        consummation of the
        Stock
        Purchase.

      


      SECTION
        5.         
Exhibits and
        Schedules to the Credit Agreement; Representations and Warranties;
        Ratification and Confirmation of Loan Documents. (a) The form of Compliance
        Certificate attached
        as Exhibit A to the Credit Agreement is amended and restated as set forth
        on
        Exhibit A
        to
        this Agreement.

      


      (b)         
        The Schedules to the Credit Agreement are amended and restated as set forth
        on Exhibit
        B
        attached to this Agreement after giving effect to the Stock Purchase and
        the
        terms of this Agreement.

      


      (c)         
        The Original Borrower represents and warrants to Bank that all representations
        and warranties
        given by the Original Borrower in the Credit Agreement, as amended, are true
        and
        correct as of
        the
        date hereof in all material respects. The Original Borrower represents and
        warrants to Bank that the
        Original Borrower is in full compliance with all of the covenants
        of the
        Original Borrower contained in
        the
        Credit Agreement.

      


      (d)         
        The Additional Borrower represents and warrants to Bank that all representations
        and warranties
        given by the Additional Borrower in the Credit Agreement, as amended, are
        true
        and correct as of
        the
        date hereof in all material respects. The Additional Borrower represents
        and
        warrants to Bank that the
        Additional Borrower is in full compliance with all of the covenants of the
        Additional Borrower contained
        in the Credit Agreement. 

      


       (e)         
        Except as heretofore or herein expressly modified, or as may otherwise be
        inconsistent with the terms of this Agreement (in which case the terms
        and
        conditions of this Agreement shall govern), all terms of the Credit Agreement,
        as amended, and all documents and instruments executed and delivered in
        furtherance thereof shall be and remain in full force and effect, and the
        same
        are hereby ratified and confirmed in all respects.  Borrower agrees
        to pay
        directly, or reimburse Bank for, all expenses, including the fees and expenses
        of legal counsel actually incurred by Bank in connection with the preparation
        of
        the documentation to evidence this Agreement.

       

      SECTION 6.          Miscellaneous. 
        (a)  This Agreement is entered into and performable in Fulton County,
        Georgia, and the substantive Laws, without giving effect to principles
        of
        conflict of laws, of the United States and the State of Georgia shall govern
        the
        construction of this Agreement and the documents executed and delivered pursuant
        hereto, and the rights and remedies of the parties hereto and thereto, except
        to
        the extent that the Uniform Commercial Code or other applicable Law
        requires that the perfection, the effect of perfection or non-perfection,
        the
        priority of Bank's Lien (if any) under the Loan Documents, or the
        enforcement of certain of Bank's remedies with respect to the Collateral,
        be
        governed by the Laws of another Jurisdiction. 

      


      (b)
        If
        any provision of this Agreement shall be held invalid under any applicable
        Laws,
        such invalidity
        shall not affect any other provision of this Agreement or such other instrument
        or agreement that
        can
        be given effect without the invalid provision, and, to this end, the provisions
        hereof are severable.

      


      (c)
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original, but
        all
        of which together shall constitute but one and the same instrument.

       

       

      
 

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
        be duly
executed,
        under seal, by its authorized officer as of the day and year first above
        written.

      


      


      


      
        	 	
                ADDITIONAL
                  BORROWER:

                 

                C.P.
                  MEDICAL CORPORATION

                 

                By: 
                  /s/ Lynn M.
                  Rogers         

                    
                  Name:  Lynn M. Rogers

                    
                  Title:  Treasurer

                 

                 

                Address:

                C/O
                  Theragenics Corporation

                5203
                  Bristol Industrial Way

                Buford,
                  GA 30518

                Attention:
                  Chief Financial Officer

                Facsimile
                  # (770) 831-5294

                 

                ORIGINAL
                  BORROWER:

                 

                THERAGENICS
                  CORPORATION

                 

                
                  By: 
                    /s/ M. Christine
                    Jacobs         

                      
                    Name:  M. Christine Jacobs

                      
                    Title:  Chief Executive Officer

                   

                

                 

                BANK:

                 

                WACHOVIA
                  BANK, NATIONAL

                ASSOCIATION,
                  successor by merger to SouthTrust

                Bank

                 

                By:__________________________

                     
                  Name:

                    
                  Title:

              


      

      


      
 

       

       

       

      -8-