Exhibit 10.5


    
      
        

      

    

     

     Exhibit
      10.5

    
 

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of August 10, 2005
      between Theragenics Corporation, a Delaware corporation (the “Company”) and
      Francis J. Tarallo (the “Employee”).

    


    


    INTRODUCTION

    


    


    The
      Company and the Employee desire to enter into an employment agreement embodying
      the terms and conditions of the Employee’s employment. This Agreement replaces
      and supercedes in its entirety that certain Employment Agreement between the
      Company and the Employee dated June 5, 2001.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    1.         
      Definitions

    


    (a)         
      “Affiliate”
      means
      any person, firm, corporation, partnership, association or entity that, directly
      or indirectly or through one or more intermediaries, controls, is controlled
      by
      or is under common control with the Company. For these purposes, “control” shall
      mean the direct or direct ownership of equity securities of the applicable
      entity possessing the right to more than fifty percent (50%) of the combined
      ordinary voting power of the outstanding voting equity securities of such
      entity.

    


    (b)         
      “Applicable
      Period”
      means
      the period of the Employee’s employment hereunder and for two (2) years after
      termination of employment.

    


    (c)         
      “Area”
      means
      the United States.

    


    (d)         
      “Board
      of Directors”
      means
      the Board of Directors of the Company.

    


    (e)         
      “Business
      of the Company”
      means
      any business that involves the manufacture, production, sale, marketing,
      promotion, exploitation, development and distribution of wound closure medical
      devices (including but not limited to sutures, cassettes, and glues), cardiac
      pacing cables, brachytherapy needles, brachytherapy seed spacers, brachytherapy
      sleeves, palladium-103, temporary or permanently implantable devices for use
      in
      the treatment of cancer, restenosis or macular degeneration, or other medical
      products manufactured or sold by the Company or any of its subsidiaries, in
      each
      case that is the same as or similar to a product manufactured, produced, sold,
      marketed, promoted, exploited, developed or distributed by the Company or any
      of
      its subsidiaries at any time during the period of the Employee’s employment
      under this Agreement, or is in an active state of development by the Company
      or
      any of its subsidiaries as evidenced by establishment of a design history file
      at any time during the period of the Employee’s employment under this Agreement.


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    (f)         
      “Cause”
      means
      the occurrence of any of the following events: (i) willful and continued
      failure (other than such failure resulting from his incapacity during physical
      or mental illness) by the Employee to substantially perform his duties with
      the
      Company or an Affiliate; (ii) conduct by the Employee that amounts to willful
      misconduct or gross negligence; (iii) any act by the Employee of fraud,
      misappropriation, dishonesty, embezzlement or similar conduct against the
      Company or an Affiliate; (iv) commission by the Employee of a felony
      or any
      other crime involving dishonesty; (v) illegal use by the Employee of
      alcohol or drugs; or (vi) a material breach of the Agreement by the
      Employee.

     

    (g)         
      “Change
      in Control” means

    


    (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
      Company 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 Voting Securities”); provided, however, that for
      purposes of this Subsection (1), the following acquisitions shall not be deemed
      to result in a Change of Control: (i) any acquisition directly from the Company,
      (ii) any acquisition by the Company, (iii) any acquisition by
      any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any corporation controlled by the Company or (iv) any acquisition
      by any
      corporation pursuant to a transaction that complies with clauses (i), (ii)
      and
      (iii) of Subsection (3) below; and provided, further, that if any Person’s
      beneficial ownership of the Outstanding 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 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
      shareholders of the
      Company,
      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

    


    
      
         

      

      
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    (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
      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 Voting Securities, (ii) no Person (excluding
      any employee benefit plan (or related trust) of the Company or such corporation
      resulting from such Business Combination) beneficially owns, directly or
      indirectly, thirty-five percent (35%) or more of, respectively, the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding voting
      securities of such corporation except to the extent that such ownership existed
      prior to the Business Combination and (iii) at least a majority of the
      members of the board of directors of the corporation resulting from such
      Business Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board, providing
      for
      such Business Combination; or

    


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

    


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

    


    (h)         
      “Company
      Invention”
      means
      any Invention which is conceived by the Employee alone or in a joint effort
      with
      others during the period of the Employee’s employment hereunder or prior thereto
      while an employee of or consultant to the Company or an Affiliate which
      (i) may be reasonably expected to be used in a product of the Company
      or an
      Affiliate, or a product similar to a product of the Company or an Affiliate,
      (ii) results from work that the Employee has been assigned as part of his duties
      as an employee of or consultant to the Company or an Affiliate, (iii) is in
      an
      area of technology which is the same or substantially related to the areas
      of
      technology with which the Employee is involved in the performance of his duties
      as an employee of the Company or an Affiliate, or (iv) is useful, or which
      the
      Employee reasonably expects may be useful, in any manufacturing or product
      design process of the Company or an Affiliate.

    


    
      
         

      

      
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    (i)         
      “Competing
      Business”
      means
      any person, firm, corporation, joint venture or other business entity which
      is
      engaged in the Business of the Company (or any aspect thereof) within the
      Area.

    


    (j)         
      “Confidential
      Information”
      means
      data and information relating to the business of the Company or an Affiliate
      which is or has been disclosed to the Employee or of which the Employee became
      aware as a consequence of or through his relationship to the Company or an
      Affiliate and which has value to the Company or an Affiliate and is not
      generally known to its competitors. Confidential Information shall not include
      any data or information that has been voluntarily disclosed to the public by
      the
      Company or an Affiliate (except where such public disclosure has been made
      by
      the Employee without authorization) or that has been independently developed
      and
      disclosed by others, or that otherwise enters the public domain through lawful
      means.

    


    (k)         
      “Disability”
      means
      the inability of the Employee to perform any of his duties hereunder due to
      a
      physical, mental, or emotional impairment, as determined by an independent
      qualified physician (who may be engaged by the Company), for a ninety (90)
      consecutive day period or for an aggregate of one hundred eighty (180) days
      during any three hundred sixty-five (365) day period. 

    


    (l)         
      “Good
      Reason”
      means
      the occurrence of any of the following events which is not corrected by the
      Company within thirty (30) days after the Employee’s written notice to the
      Company of the same: (i) the nature of the Employee’s duties or the scope
      of his responsibilities are materially modified without the Employee’s written
      consent, (ii) the Employee is required to report to a different position without
      the Employee’s written consent, (iii) the Company changes the location of
      the Employee’s place of employment from Buford, Georgia to more than fifty (50)
      miles from its present location in Buford, Georgia, or (iv) a material breach
      of
      this Agreement by the Company; provided that with respect to any of the
      foregoing events, the Employee gives the Company notice of the event within
      thirty (30) days of the date of the event and provided the Employee resigns
      effective upon not less than fourteen (14) days, and not more than thirty (30)
      days notice to the Company after the expiration of the Company’s thirty (30) day
      cure period.

    


    (m)     
      “Invention”
      means
      any discovery, whether or not patentable, including, but not limited to, any
      useful process, method, formula, technique, machine, manufacture, composition
      of
      matter, algorithm or computer program, as well as improvements thereto, which
      is
      new or which the Employee has a reasonable basis to believe may be
      new.

    


    (n)       
      (This
      item purposely left blank.)

    


    (o)         
      “Termination
      Date”
      means
      the date which corresponds to the first to occur of (i) the death or Disability
      of the Employee, (ii) the last day of the Term as provided in Section 4(a)
      below
      or (iii) the date set forth in a notice given pursuant to Section 4(b)
      below.

    


    
      
         

      

      
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    (p)        
      “Trade
      Secrets”
      means
      information including, but not limited to, technical or nontechnical data,
      formulas, patterns, compilations, programs, devices, methods, techniques,
      drawings, processes, financial data, financial plans, product plans or lists
      of
      actual or potential customers or suppliers which (i) derives economic
      value, actual or potential, from not being generally known to, and not being
      readily ascertainable by proper means by, other persons who can obtain economic
      value from its disclosure or use, and (ii) is the subject of efforts
      that
      are reasonable under the circumstances to maintain its secrecy.

    


    (q)         
      “Work”
      means a
      copyrightable work of authorship, including without limitation, any technical
      descriptions for products, user’s guides, illustrations, advertising materials,
      computer programs (including the contents of read only memories) and any
      contribution to such materials.

    


    2.         
      Terms
      and Conditions of Employment.

    


    (a)         
      Employment.
      The
      Company hereby employs the Employee as its Chief Financial Officer and the
      Employee accepts such employment with the Company in such capacity and agrees
      to
      serve as Chief Financial Officer as long as he is appointed to such position,
      subject to the terms and conditions hereof. The Employee shall report to the
      Chief Executive Officer and the Board of Directors of the Company and shall
      have
      such authority and responsibilities not inconsistent with his position as shall
      reasonably be assigned to the Employee from time to time.

    


    (b)         
      Exclusivity.
      Throughout the Employee’s employment hereunder, the Employee shall devote
      substantially all the Employee’s time, energy and skill during regular business
      hours to the performance of the duties of the Employee’s employment (vacations
      and reasonable absences due to illness excepted), shall faithfully and
      industriously perform such duties, and shall diligently follow and implement
      all
      management policies and decisions of the Company.

    


    3.         
      Compensation.

    


    (a)         
      Base
      Salary.
      In
      consideration for the Employee’s services hereunder, the Company shall pay to
      the Employee an annual base salary in the amount of $200,000. The Employee’s
      annual base salary shall be reviewed at least annually by the Compensation
      Committee of the Board of Directors (the “Compensation Committee”), and the
      Board of Directors or the Compensation Committee may approve an increase in
      the
      Employee’s annual base salary from time to time. The Company shall pay annual
      base salary in accordance with the normal payroll payment practices of the
      Company and subject to such deductions and withholdings as law or policies
      of
      the Company, from time to time in effect, require.

    


    (b)         
      Short-Term
      Incentive Plan.
      The
      Employee shall be entitled to participate in short-term incentive plans or
      programs applicable generally to similarly situated management employees of
      the
      Company, subject to the terms of the plan or program and the conditions
      established by the Compensation Committee or the Board of Directors, and subject
      to the Company’s right to amend or terminate the plan or program at any
      time.

    


    (c)         
      Stock
      Based Compensation.
      Stock
      options or other stock-based compensation will be awarded to the Employee at
      the
      discretion of the Compensation Committee or the Board of Directors, and pursuant
      to the stock incentive plan of the Company or an Affiliate.

    


    
      
         

      

      
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    (d)         
      Vacation.
      The
      Employee shall be entitled to vacation in accordance with Company policy, but
      in
      any event the Employee shall be entitled to no less than four (4) weeks of
      vacation per year. Vacation shall be taken at times mutually convenient to
      the
      Company and the Employee.

    


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

    


    (g)         Licenses.
      The
      Company will reimburse the Employee for the costs associated with keeping in
      full force the professional licenses he possessed prior to the date of this
      Agreement, provided that the licenses have a business-related purpose. This
      benefit shall include two (2) trips per year to attend professional meetings
      necessary for maintaining the licenses and credentials.

    


    (h)         
      Financial,
      Tax and Estate Planning.
      The
      Company will reimburse the Employee for the cost of personal financial, tax,
      and
      estate planning and services in an amount not to exceed $4,000 per
      year.

    


    (i)         
      Annual
      Physical.
      The
      Company will pay the expenses associated with an annual physical examination
      for
      the Employee.

    


    (j)         
      Life
      Insurance.
      During
      the term of this Agreement, the Company will provide the Employee with term
      life
      insurance coverage in accordance with its group term life insurance program.
      Subject to the availability of supplemental coverage under the terms of the
      Company’s program, the Company will reimburse the Employee for his cost of
      premiums under its group term life insurance program for additional optional
      coverage up to the lesser of an additional $200,000 death benefit or an
      aggregate death benefit up to $450,000.

    


    (k)         
      Job
      Relocation Bonus.
      In
      recognition of the fact that Employee will need to relocate his primary
      residence to the Buford, Georgia area, the Company will pay Employee a job
      relocation cash bonus of $20,000 as soon as feasible after the date of this
      Agreement, in addition to any benefit to which the Employee may be entitled
      under the Company’s policy regarding reimbursement of moving and relocation
      expenses.

    


    (l)         
      Perquisites
      Allowance.
      The
      Company will provide or reimburse the Employee for perquisites with a value
      per
      year of up to $10,000, as requested by the Employee and approved by the Chief
      Executive Officer, the Board, or the Compensation Committee, provided that
      consent to any such perquisites may not be unreasonably withheld.

    


    (m)         
      Expenses.
      The
      Employee shall be entitled to be reimbursed in accordance with the policies
      of
      the Company, as adopted and amended from time to time, for all reasonable and
      necessary expenses incurred by the Employee in connection with the performance
      of the Employee’s duties of employment hereunder; provided, however, the
      Employee shall, as a condition of such reimbursement, submit verification of
      the
      nature and amount of such expenses in accordance with the reimbursement policies
      from time to time adopted by the Company.

    


    
      
         

      

      
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    (n)         
      Benefits.
      In
      addition to the benefits payable to the Employee specifically described herein,
      the Employee shall be entitled to such benefits as generally may be made
      available to similarly situated management employees of the Company from time
      to
      time; provided, however, that nothing contained herein shall require the
      establishment or continuation of any particular plan or program.

    


    (o)         
      Automobile
      Allowance.
      The
      Company will pay Employee $400 per month (determined on a net of income tax
      basis) as an automobile allowance. 

    


    4.         
      Term,
      Termination and Termination Payments.

    


    (a)         
      Term.
      The
      term of this Agreement (the “Term”) shall commence as of the date of this
      Agreement (the “Commencement Date”) and shall expire on the second
      (2nd)
      anniversary of the Commencement Date, with automatic extensions for successive
      additional one-year terms, as provided herein. Ninety (90) days before the
      first
      (1st)
      anniversary of the Commencement Date and ninety (90) days before each subsequent
      anniversary of the Commencement Date, the Agreement is extended for an
      additional one year period unless either party gives prior notice of
      termination. In the event prior notice of termination is given, this Agreement
      shall terminate at the end of the remaining Term then in effect.

    


    (b)         
      Termination.
      The
      Employee’s employment by the Company hereunder may only be terminated before
      expiration of the Term (i) by mutual agreement of the Employee and the Company;
      (ii) by the Employee with Good Reason; (iii) by the Employee without Good Reason
      upon not less than thirty (30) days written prior notice to the Company; (iv)
      by
      the Company without Cause; (v) by the Company for Cause; or (vi) by the Company
      or the Employee due to the Disability of the Employee. This Agreement shall
      also
      terminate immediately upon the death of the Employee. Notice of termination
      by
      either the Company or the Employee shall be given in writing and shall specify
      the basis
      for
      termination and the effective date of termination.

     

    (c)         
      Effect
      of Termination.
      Upon
      termination of the Employee’s employment hereunder, the Company shall have no
      further obligation to the Employee or the Employee’s estate with respect to this
      Agreement, except for payment of salary and bonus amounts, if any, accrued
      pursuant to Section 3(a) or 3(b) hereof and unpaid at the Termination Date,
      and
      termination payments, if any, set forth in Section 4(e) or 4(f) hereof, as
      applicable, subject to the provisions of Section 11 hereof. Neither Section
      4(e)
      nor 4(f) applies to a Termination due to the Employee’s Disability or death.
      Nothing contained herein shall limit or impinge any other rights or remedies
      of
      the Company or the Employee under any other agreement or plan to which the
      Employee is a party or of which the Employee is a beneficiary.

     

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

    


    (e)         
      Certain
      Terminations not in Connection with a Change in Control.
      If
      either the Company terminates the Employee’s employment without Cause or the
      Employee terminates his 

    


    
      
         

      

      
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    employment
      for Good Reason, and in either event a Change in Control has not occurred within
      the one year preceding the termination of employment and does not occur within
      ninety (90) days after the termination of employment, the Company shall be
      obligated to continue to pay the Employee his annual base salary at the time
      of
      termination of employment for two (2) years after
      termination of employment. Payments made under this Section 4(e) shall be paid
      as a salary continuation. Notwithstanding the foregoing, if the payment of
      severance hereunder would fail to meet the requirements of Section 409A(a)(1)
      of
      the Internal Revenue Code, no payment hereunder shall be made until six months
      after the Employee’s termination of employment, at which time the Employee shall
      be paid a lump sum equal to what would otherwise have been the first six months’
      of such payments, and thereafter payment of the unpaid balance shall continue
      on
      what would otherwise have been the original payment schedule for such unpaid
      balance.

    


    (f)         
      Certain
      Terminations in Connection with a Change in Control.
      If,
      within ninety (90) days preceding or within one year following a Change in
      Control, either the Company terminates the Employee’s employment without Cause
      or the Employee terminates his employment for Good Reason, the Company shall
      be
      obligated to pay the Employee an amount equal to whichever of the following
      results in the Employee receiving a larger after-tax amount: (i) three (3)
      times
      the Employee’s annual base salary at the time of termination of employment or
      (ii) if less than three (3) times the Employee’s annual base salary at the time
      of termination of employment, then the largest amount that could be paid to
      the
      Employee, which will not result in a nondeductible “parachute payment” under
      Section 280G of the Internal Revenue Code. Such amount shall be paid to the
      Employee ratably, no less frequently than monthly, over three (3) years
      following termination. Notwithstanding the foregoing, if the payment of
      severance hereunder would fail to meet the requirements of Section 409A(a)(1)
      of
      the Internal Revenue Code, no payment hereunder shall be made until six months
      after the Employee’s termination of employment, at which time the Employee shall
      be paid a lump sum equal to what would otherwise have been the first six months’
      of such payments, and thereafter payment of the unpaid balance shall continue
      on
      what would otherwise have been the original payment schedule for such unpaid
      balance.

     

    (g)         
      Notwithstanding
      any other provision hereof, the Company’s obligation to pay the severance
      benefit set forth in Section 4(e) or 4(f), if applicable, will be contingent
      upon the Employee executing and providing to the Company (and not revoking
      within the revocation period, if any, provided pursuant to the applicable
      release agreement) the form of release agreement attached hereto as Exhibit
      A,
      Exhibit
      B,
      or
Exhibit
      C,
      whichever is determined by the Company to be appropriate. The Employee shall
      execute the release within such period as is provided for in the applicable
      release agreement, following the Company’s provision of such release agreement
      to the Employee in connection with the Employee’s termination of
      employment.

     

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

    


    (a)         
      Agreement
      Not to Compete.
      The
      Employee agrees that commencing on the Commencement Date and continuing through
      the Applicable Period, he will not (except on behalf of or with the prior
      written consent of the Company, which consent may be withheld in Company’s sole
      discretion), within the Area, either directly or indirectly, on the Employee’s
      own behalf, or in the service of or on behalf of others, provide services of
      a
      similar type or nature as 

    


    
      
         

      

      
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    he
      performs for the Company to any Competing Business. For purposes of this Section
      5, the Employee acknowledges and agrees that the Business of the Company is
      conducted in the Area.

    


    (b)         
      Agreement
      Not to Solicit Customers.
      The
      Employee further agrees that beginning on the Commencement Date and throughout
      the Applicable Period within the Area, he will not, directly or indirectly,
      on
      his own behalf, or on behalf of any third party, entity or business, divert,
      solicit, or attempt to divert or solicit to a Competing Business for the purpose
      of providing products or services in competition with the Business of the
      Company any individual or entity (a) who is a Customer of the Company at any
      time during the last twelve (12)-month period of his employment with the
      Company, or who was within such period actively sought by Company as a
      Prospective Customer, and (b) in either case, with whom Employee had material
      contact on Company’s behalf. For purposes of this Agreement, “material contact”
      exists between Employee and each Customer or actively sought Prospective
      Customer (i) with whom Employee dealt on behalf of Company; (ii) whose dealings
      with Company were coordinated or supervised by Employee; or (iii) about whom
      Employee obtained Confidential Information in the course of Employee’s providing
      services to Company. For purposes of this Agreement, “Customer” means any
      individual or entity from whom the Company has solicited sales or provided
      targeted marketing or other services, and a “Prospective Customer” means any
      individual or entity the Company has identified as a potential Customer as
      part
      of any long-term or strategic plan.]

    


    
      	
              6.

            	
              Agreement
                Not to Solicit Employees.

            


    

    


    The
      Employee agrees that commencing on the Commencement Date and continuing through
      the Applicable Period, he will not, either directly or indirectly, on the
      Employee’s own behalf or in the service of or on behalf of others, solicit,
      divert or hire, or
      attempt to solicit, divert or hire, to any Competing Business in the Area any
      person employed by the Company or an Affiliate with whom he has had material
      contact during his employment, whether or not such employee is a full-time
      employee or a temporary employee of the Company or an Affiliate and whether
      or
      not such employment is pursuant to written agreement and whether or not such
      employment is for a determined period or is at will.

    


    
      	
              7.

            	
              Ownership
                and Protection of Proprietary Information.

            


    

    


    (a)         
      Confidentiality.
      All
      Confidential Information and Trade Secrets and all physical embodiments thereof
      received or developed by the Employee while employed by the Company are
      confidential to and are and will remain the sole and exclusive property of
      the
      Company. Except to the extent necessary to perform the duties assigned to him
      by
      the Company, the Employee will hold such Confidential Information and Trade
      Secrets in trust and strictest confidence, and will not use, reproduce,
      distribute, disclose or otherwise disseminate the Confidential Information
      and
      Trade Secrets or any physical embodiments thereof and may in no event take
      any
      action causing or fail to take the action necessary in order to prevent, any
      Confidential Information and Trade Secrets disclosed to or developed by the
      Employee to lose its character or cease to qualify as Confidential Information
      or Trade Secrets.

    


    (b)         
      Return
      of Company Property.
      Upon
      request by the Company, and in any event upon termination of the employment
      of
      the Employee with the Company for any reason, as a

    


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    


    prior
      condition to receiving any final compensation hereunder (including payments
      pursuant to Section 4(e) or 4(f) hereof), the Employee will promptly
      deliver to the Company all property belonging to the Company, including, without
      limitation, all Confidential Information and Trade Secrets (and all embodiments
      thereof) then in the Employee’s custody, control or possession.

    


    (c)         
      Survival.
      The
      covenants of confidentiality set forth herein will apply on and after the date
      hereof to any Confidential Information and Trade Secrets disclosed by the
      Company or developed by the Employee prior to or after the date hereof. The
      covenants restricting the use of Confidential Information will continue and
      be
      maintained by the Employee for a period of two years following the termination
      of this Agreement. The covenants restricting the use of Trade Secrets will
      continue and be maintained by the Employee following termination of this
      Agreement for so long as permitted by the Georgia Trade Secrets Act of 1990,
      O.C.G.A. § 10-1-760, et seq. and as amended hereafter.

    


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    


    


    8.         
      Inventions.

    


    (a)         
      Company
      Inventions.
      The
      Employee agrees that all Company Inventions conceived or first reduced to
      practice by the Employee during the Term or prior to the Term while an employee
      of or consultant of the Company, and all patent rights and copyrights to such
      Company Inventions shall become and remain the property of the Company, and
      the
      Employee hereby irrevocably and unconditionally sells, transfers, conveys,
      assigns and delivers to Company (a) Employee’s entire worldwide right,
      title and interest in and to the Company Inventions, any continuations,
      continuations-in-part, divisionals, reissues, re-exams, or extensions thereof,
      together with the right to sue for and recover and retain damages with respect
      to past infringements of the Company Inventions by third parties, both foreign
      and domestic, the same to be held and enjoyed by Company for the Company’s own
      use and enjoyment, and for the use and enjoyment of its successors, assigns
      or
      other legal representatives as fully and entirely as the same would have been
      held and enjoyed by Employee if this assignment had not been made, (b) all
      applications for industrial property protection, including, without limitation,
      all applications for patents, utility models and designs which may heretofore
      have been filed or may hereafter be filed for said inventions in any country,
      together with the right to file such applications and the right to claim the
      same priority rights derived from said patent applications under the patent
      laws
      of the United States, the International Convention for the Protection of
      Industrial Property, or any international agreement or the domestic laws of
      the
      country in which any such application is filed, as may be applicable, and
      (c) all forms of industrial property protection, including, without
      limitation, patents, utility models and designs which may heretofore have been
      granted or may hereafter be granted for said inventions in any country and
      all
      extensions, renewals and reissues thereof If the Employee conceives an Invention
      during the Term of this Agreement for which there is a reasonable basis to
      believe that the conceived Invention is a Company Invention, the Employee shall
      promptly provide a written description of the conceived Invention to the Company
      adequate to allow evaluation thereof for a determination by the Company as
      to
      whether the Invention is a Company Invention. Notwithstanding the foregoing,
      the
      provisions of this Section 8(a) shall not apply to any Invention that the
      Employee may develop without using the Company’s equipment, supplies,
      facilities, or trade secret information, except for any Inventions that either
      (i) relate at the time of conception or reduction to practice of the Invention
      to the Business of the Company, or to actual or demonstrably anticipated
      research or development of the Company; or (ii) result from any work performed
      by the Employee for the Company.  

    


    (b)         
      Prior
      Inventions.
      If
      prior
      to the Commencement Date the Employee conceived any Invention or acquired any
      ownership interest in any Invention which (i) is the property of the Employee,
      or of which the Employee is a joint owner with another person or entity, (ii)
      is
      not described in any issued patent as of the Commencement Date, and (iii) would
      be a Company Invention if such Invention were made during the Term of this
      Agreement, then (A) with respect to any such Invention described in Exhibit
      D
      attached
      hereto, the Employee hereby agrees that such written description (but no rights
      to the Invention) is and shall remain the property of the Company and (B) with
      respect to any such Invention not described in Exhibit
      D
      attached
      hereto, the Employee hereby grants to the Company a nonexclusive, paid up,
      royalty-free license to use and practice such Invention, including a license
      under all patents to issue in any country which pertain to such
      Invention. 

    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    


    (c)         
      Prior
      Patents.
      The
      Employee represents to the Company that the Employee owns or has rights to
      no
      patents or copyrights, individually or jointly with others, except those
      described in Exhibit
      D
      attached
      hereto.

    


    (d)         
      Patent
      Applications.
      The
      Employee agrees that should the Company elect to file an application for patent
      protection, either in the United States or in any foreign country, on a Company
      Invention of which the Employee was an inventor, the Employee for
      himself and his successors, heirs and assigns, but at Company’s expense, shall
      execute all applications, amended specifications, deeds or other instruments,
      and to do all acts necessary or proper to secure the grant of Letters Patent
      in
      the United States and in all other countries to the Company, with specifications
      and claims in such form as shall be approved by the counsel of the Company
      and
      to vest and confirm in Company its successors and assigns, the legal title
      to
      all such patents.
      The
      Employee further agrees to cooperate with any attorneys or other persons
      designated by the Company by explaining the nature of any Company Invention
      for
      which the Company elects to file an application for patent protection, reviewing
      applications and other papers and providing any other cooperation reasonably
      required for orderly prosecution of such patent applications; provided, however,
      that if the Employee is required to provide such assistance after he has left
      employment with the Company, the Company shall pay the Employee an hourly rate
      for his assistance, which shall be determined by converting the Employee’s then
      current annual salary into an hourly rate of pay. The Company shall be
      responsible for all expenses incurred for the preparation and prosecution of
      all
      patent applications on Company Inventions filed by the Company. 
      Employee agrees, and Employee further authorizes and grants a limited power
      of
      attorney to the Company or its designee, to execute on Employee’s behalf any
      documents necessary to evidence the assignments granted herein for the United
      States or any other country without further notice to Employee.

    


    9.         
      Copyrights.

    


    (a)         
      Ownership
      and Assignment.
      The
      Employee acknowledges and agrees that any Works created by the Employee in
      the
      course of his employment during the Term or prior to the Term while an employee
      of or consultant to the Company, are subject to the “Work for Hire” provisions
      contained in Sections 101 and 201 of the United States Copyright
      Law,
      Title 17 of the United States Code, and that all right, title and interest
      to copyrights in all Works which have been or will be prepared by the Employee
      within the scope of his employment hereunder shall be the property of the
      Company.  The Employee further acknowledges and agrees that, to the
      extent
      the provisions of Title 17 of the United States Code do not vest in
      the
      Company the copyrights to any Works, the Employee hereby assigns to the Company
      all right, title and interest to copyrights which the Employee may have in
      such
      Works, including the right the right to sue for and recover and retain damages
      with respect to past infringement. 

    


    (b)         
      Registration.
      The
      Employee agrees to disclose to the Company all Works referred to in the
      immediately preceding paragraph and execute and deliver all applications for
      registration, registrations, and other documents relating to the copyrights
      to
      the Works and provide such additional assistance, as the Company may deem
      necessary and desirable to secure 

    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    


    the
      Company’s title to the copyrights in the Works.  The Company shall be
      responsible for all expenses incurred in connection with the registration of
      all
      such copyrights.

    


    (c)         
      Prior
      Works.
      The
      Employee claims no ownership rights in any Works, except as described in
Exhibit D
      attached
      hereto.

    


    10.         
      Contracts
      or Other Agreements with Former Employer or Business.

    


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

    


    11.         
      Remedies.

    


    (a)         
      The
      Employee agrees that the covenants and agreements contained in Sections 5,
      6, 7,
      8 and 9 hereof are of the essence of this Agreement; that each of such covenants
      is reasonable and necessary to protect and preserve the interests and properties
      of the Company and the Business of the Company; that the Company is engaged
      in
      and throughout the Area in the Business of the Company; that the Employee has
      access to and knowledge of the Company’s business and financial plans; that
      irreparable loss and damage will be suffered by the Company should the Employee
      breach any of such covenants and agreements; that each of such covenants and
      agreements is separate, distinct and severable not only from the other of such
      covenants and agreements but also from the other and remaining provisions of
      this Agreement; that the unenforceability of any such covenant or agreement
      shall not affect the validity or enforceability of any other such covenant
      or
      agreements or any other provision or provisions of this Agreement; and that,
      in
      addition to other remedies available to it, the Company shall be entitled to
      specific performance of this Agreement and to both temporary and permanent
      injunctions to prevent a breach or contemplated breach by the Employee of any
      of
      such covenants or agreements.

    


    (b)         
      In
      addition to any other rights the Company may have pursuant to this Agreement,
      if
      Employee engages in or provides managerial, supervisory, sales, marketing,
      financial, management information, administrative or consulting services or
      assistance (collectively “Prohibited Services”) to, or owns (other than
      ownership of less than five percent (5%) of the outstanding voting securities
      of
      an entity whose voting securities are traded on a national securities exchange
      or quoted on the National Association of Securities Dealers, Inc. Automated
      

    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    


    Quotation
      System) a beneficial or legal interest in, any Competing Business within the
      Area during the Applicable Period, Employee will forfeit any amounts owed to
      Employee under Section 4(e) or 4(f), as applicable, which have not been paid
      to
      Employee by the Company and Employee shall immediately repay to the Company
      all
      amounts previously paid to Employee pursuant to Section 4(e) or 4(f), as
      applicable.

    


    
      	
              12.

            	
              No
                Set-Off.

            


    

    


    The
      existence of any claim, demand, action or cause of action by the Employee
      against the Company, or any Affiliate of the Company, whether predicated upon
      this Agreement or otherwise, shall not constitute a defense to the enforcement
      by the Company of any of its rights hereunder. The existence of any claim,
      demand, action or cause of action by the Company against the Employee, whether
      predicated upon this Agreement or otherwise, shall not constitute a defense
      to
      the enforcement by the Employee of any of his rights hereunder.

    


    
      	
              13.

            	
              Notice.

            


    

    


    All
      notices, requests, demands and other communications required hereunder shall
      be
      in writing and shall be deemed to have been duly given if delivered or if
      mailed, by United States certified or registered mail, prepaid to the party
      to
      which the same is directed at the following addresses (or at such other
      addresses as shall be given in writing by the parties to one
      another):

    


    
      	
            	If
              to the Company:	
              Theragenics
                Corporation

              
                5203
                  Bristol Industrial Way

                Buford,
                  Georgia 30518

                Attn: Bruce
                  Smith

              

            


      	 	 	 


      	 	If to the
              Employee:	
              The
                most recent address that the Company

              has
                on file for the Employee. 

            


    

     

    


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

    


    14.         
      Miscellaneous.

    


    (a)         
      Assignment. 
      Neither this Agreement nor any right of the parties hereunder may be assigned
      or
      delegated by any party hereto without the prior written consent of the other
      party.

    


    (b)         
      Waiver. 
      The waiver by the Company of any breach of this Agreement by the Employee shall
      not be effective unless in writing, and no such waiver shall constitute the
      waiver of the same or another breach on a subsequent occasion.

    


    (c)         
      Arbitration. 
      Any controversy or claim arising out of or relating to this Agreement, or the
      breach thereof, shall be adjudicated through binding arbitration before a single
      arbitrator in accordance with the Commercial Arbitration Rules of the American
      Arbitration

     

    


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    


    Association
      (“AAA”) in Atlanta, Georgia, with the Company bearing responsibility for the
      filing costs charged by the AAA for such arbitration. However the provisions
      of
      this Section will not prevent the Company from instituting an action in a court
      of law under this Agreement for specific performance of this Agreement or
      temporary or permanent injunctive relief as provided in Section 11 hereof.
      The
      parties hereto agree that the exclusive venue for any such lawsuit will be
      Gwinnett County, Georgia and the Employee consents to the exercise of personal
      jurisdiction by the Superior Court of Gwinnett County for the purposes of such
      lawsuit.

     

    Any
      party
      who desires to submit a claim to arbitration in accordance with this Section
      shall file its demand for arbitration with AAA within thirty (30) days of the
      event or incident
      giving rise to the claim. A copy of said demand shall be served on the other
      party in accordance with the notice provisions in Section 13 of this Agreement.
      The parties agree that they shall attempt in good faith to select an arbitrator
      by mutual agreement within twenty (20) days after the responding party’s receipt
      of the demand for arbitration. If the parties do not agree on the selection
      of
      an arbitrator within that timeframe, the selection shall be made pursuant to
      the
      rules from the panels of arbitrators maintained by the AAA. If the Employee
      prevails in the dispute, the Company will pay and be financially responsible
      for
      all costs, expenses, reasonable attorneys’ fees and reasonable expenses of the
      arbitrator incurred by the Employee (or the Employee’s estate in the event of
      his death) in connection with the dispute. Any award rendered by the arbitrator
      shall be accompanied by a written opinion providing the reasons for the award.
      

     

    By
      initialing below, the Company and the Employee indicate their agreement to
      this
      Section 14(c).

     

    By
      the
      Company: __________ (initials
      of Company representative)

    By
      Employee:       __________ (initials
      of Employee)

     

    The
      arbitrator’s award shall be final and non-appealable. Nothing in this Subsection
      shall prevent the parties from settling any dispute or controversy by mutual
      agreement at any time.

    


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

    


    (e)         
      Entire
      Agreement. 
      This Agreement embodies the entire agreement of the parties hereto relating
      to
      the subject matter hereof and supersedes all oral agreements, and to the extent
      inconsistent with the terms hereof, all other written agreements. 

    


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

    


    (g)         
      Severability. 
      Each of the covenants and agreements hereinabove contained shall be deemed
      separate, severable and independent covenants, and in the event that any
      covenant shall be declared invalid by any court of competent jurisdiction,
      such
      invalidity shall not in any manner affect or impair the validity or
      enforceability of any other part or provision of such covenant or of any other
      covenant contained herein.

    


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    


    


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

    


    


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

    


    


    
      	 	
              THE
                COMPANY:

            
	 	 
	 	
              THERAGENICS
                CORPORATION

            
	 	 
	 	
              By:
                /s/
                M. Christine Jacobs

            
	 	 
	 	
              Title:
                Chief
                Executive Office

            
	 	 


    

    ATTEST:

    


    /s/
      Bruce W. Smith   

    Title:
      Executive
      Vice President of Strategy and Business Development 

    


    [CORPORATE
      SEAL]

    


    


    
      	 	
              THE
                EMPLOYEE:

            
	 	 
	 	
              /s/
                Francis J. Tarallo

            
	 	
              Francis
                J. Tarallo

            


    

    


    


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    


    


    


    Employee

    Under
      40

    EXHIBIT
      A

    


    RELEASE
      AGREEMENT

    


    This
      Release Agreement (this “Agreement”) is made this ____ day
      of ________, by ________________________
      (the “Employer”) and _______________ (the
      “Employee”).

    


    Introduction

     

    Employee
      and the Employer entered into a ________________ Agreement dated ______________
      (the “Severance Agreement”) which provides certain severance
      benefits.

    


    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the “Severance Benefits”), the Employee
      must provide a release and agree to certain other conditions. 

     

    NOW,
      THEREFORE, the parties agree as follows: 

     

    
      	
              1.

            	
              The
                effective date of this Agreement shall be the date on which Employee
                signs
                this Agreement (“the Effective Date”), at which time this Agreement shall
                be fully effective and enforceable. Employee has been offered twenty-one
                (21) days from receipt of this Agreement within which to consider
                this
                Agreement. Employee understands that he or she may sign this Agreement
                at
                any time before the expiration of the twenty-one (21) day review.
                To the
                degree Employee chooses not to wait twenty-one (21) days to execute
                this
                Agreement, it is because Employee freely and unilaterally chooses
                to
                execute this Agreement before that time.


            


    

     

    
      	
              2.

            	
              In
                exchange for Employee’s execution of this Agreement and in full and
                complete settlement of any and all claims, the Employer will provide
                Employee with the Severance Benefits.


            


    

     

    
      	
              3.

            	
              The
                release given by Employee in this Agreement is given solely in exchange
                for the consideration set forth in this Agreement and such consideration
                is in addition to anything of value that Employee was entitled to
                receive
                prior to entering into this Agreement.


            


    

     

    Employee
      has been advised to consult an attorney prior to entering into this Agreement.
      

     

    By
      entering into this Agreement, Employee does not waive rights or claims that
      may
      arise after the date this Agreement is executed. 

     

    
      	
              4.

            	
              This
                Agreement shall in no way be construed as an admission by the Employer
                that it has acted wrongfully with respect to Employee or any other
                person
                or that Employee has any rights whatsoever against the Employer.
                The
                Employer specifically disclaims any


            


    

     

    


    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

    


    liability
      to or wrongful acts against Employee or any other person on the part of itself,
      its employees or its agents. 

     

    
      	
              5.

            	
              As
                a material inducement to the Employer to enter into this Agreement,
                Employee hereby irrevocably releases the Employer and each of the
                owners,
                stockholders, predecessors, successors, directors, officers, employees,
                representatives, attorneys, and affiliates (and agents, directors,
                officers, employees, representatives and attorneys of such affiliates)
                of
                the Employer, and all persons acting by, through, under or in concert
                with
                them (collectively “Releasees”), from any and all charges, claims,
                liabilities, agreements, damages, causes of action, suits, costs,
                losses,
                debts and expenses (including attorneys’ fees and costs actually incurred)
                of any nature whatsoever, known or unknown, including, but not limited
                to,
                rights arising out of alleged violations of any contracts, express
                or
                implied, any covenant of good faith and fair dealing, express or
                implied,
                or any tort, or any legal restrictions on the Employer’s right to
                terminate employees, or any federal, state or other governmental
                statute,
                regulation, or ordinance, including, without limitation: (1) Title
                VII of
                the Civil Rights Act of 1964, as amended by the Civil Rights Act
                of 1991
                (race, color, religion, sex, and national origin discrimination);
                (2) the
                Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                (discrimination); (4) the Americans with Disabilities Act (disability
                discrimination); (5) the Equal Pay Act; (6) Executive
                Order
                11246 (race, color, religion, sex, and national origin discrimination);
                (7) Executive Order 11141 (age discrimination); (8) Section 503 of
                the
                Rehabilitation Act of 1973 (disability discrimination); (9) negligence;
                (10) negligent hiring and/or negligent retention; (11) intentional
                or
                negligent infliction of emotional distress or outrage;
                (12) defamation; (13) interference with employment;
                (14) wrongful discharge; (15) invasion of privacy;
                or
                (16) violation of any other legal or contractual duty arising
                under
                the laws of the State of Georgia or the laws of the United States
                (“Claim”
                or “Claims”), which Employee now has, or claims to have, or which Employee
                at any time heretofore had, or claimed to have, or which Employee
                at any
                time hereinafter may have, or claim to have, against each or any
                of the
                Releasees, in each case as to acts or omissions by each or any of
                the
                Releasees occurring up to and including the Effective Date. Employee
                covenants and agrees not to institute, or participate in any way
                in anyone
                else’s actions involved in instituting any action against any of the
                Releasees with respect to any Claim released herein.
                

            


    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Employee has
      to
      any unpaid benefits under any employee benefit plan (within the meaning of
      Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”) or to Employee’s right to exercise vested stock options, if any,
      pursuant to any stock option agreements provided by the Employer to Employee.
      

     

    
      	
              6.

            	
              The
                Employer and Employee agree that the terms of this Agreement shall
                be
                final and binding and that this Agreement shall be interpreted, enforced
                and governed under the laws of the State of Georgia. The provisions
                of
                this Agreement can be severed, and if any part of this Agreement
                is found
                to be unenforceable, the remainder of this Agreement will continue
                to be
                valid and effective. 

            


    

     

    


    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    

    


    
      	
              7.

            	
              This
                Agreement sets forth the entire agreement between the Employer and
                Employee and fully supersedes any and all prior agreements or
                understandings, written and/or oral, between the Employer and Employee
                pertaining to the subject matter of this Agreement.
                

            


    

     

    
      	
              8.

            	
              Employee
                is solely responsible for the payment of any fees incurred as the
                result
                of an attorney reviewing this agreement.


            


    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above. 

    


     

    
 

    
      	 	
              EMPLOYEE

               

              
 

              
                

                Print Name

               

               

              
                
 Signature

               

               

              
                
 Date
                Signed

              


              


              


              THERAGENICS
                CORPORATION

              


              By: 
                ___________________________________

              


              Title:___________________________________

            


    

     

          

    


    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    

    


    


    Employee

    40
      and
      over 

    EXHIBIT
      B

     

    RELEASE
      AGREEMENT

     

    This
      Release Agreement (this “Agreement”) is made this _____ day of ______________,
      by  _____________________ (the
      “Employer”) and _______________ (the
      “Employee”).

     

    Introduction

     

    Employee
      and the Employer entered into an Employment Agreement
      dated _________________________(the
      “Severance Agreement”) which provides certain severance benefits.

     

    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the “Severance Benefits”), the Employee
      must provide a release and agree to certain other conditions.

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    
      	1.	
              Employee
                has been offered twenty-one (21) days from receipt of this Agreement
                within which to consider this Agreement. The effective date of this
                Agreement shall be the date eight (8) days after the date on which
                Employee signs this Agreement (“the Effective Date”). For a period of
                seven (7) days following Employee’s execution of this Agreement, Employee
                may revoke this Agreement, and this Agreement shall not become effective
                or enforceable until such seven. (7) day period has expired. Employee
                must
                communicate the desire to revoke this Agreement in writing. Employee
                understands that he or she may sign the Agreement at any time before
                the
                expiration of the twenty-one (21) day review period. To the degree
                Employee chooses not to wait twenty-one (21) days to execute this
                Agreement, it is because Employee freely and unilaterally chooses
                to
                execute this Agreement before that time. Employee’s signing of the
                Agreement triggers the commencement of the seven (7) day revocation
                period. 

            


    

     

    
      	2.	
              In
                exchange for Employee’s execution of this Agreement and in full and
                complete settlement of any and all claims, the Employer will provide
                Employee with the Severance Benefits.


            


    

     

    
      	3.	
              Employee
                acknowledges and agrees that this Agreement is in compliance with
                the Age
                Discrimination in Employment Act and the Older Workers Benefit Protection
                Act and that the releases set forth in this Agreement shall be applicable,
                without limitation, to any claims brought under these
                Acts.

            


    

     

    The
      release given by Employee in this Agreement is given solely
      in
exchange
      for the consideration set forth in this Agreement and such consideration is
      in
      addition to anything of value that Employee was entitled to receive prior to
      entering into this Agreement.

     

    


    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

    


    


     

    Employee
      has been advised to consult an attorney prior to entering into this Agreement,
      and this provision of the Agreement satisfies the requirement of the Older
      Workers Benefit Protection Act that Employee be so advised in
      writing.

     

    By
      entering into this Agreement, Employee does not waive rights or claims that
      may
      arise after the date this Agreement is executed.

     

    
      	4.	
              This
                Agreement shall in no way be construed as an admission by the Employer
                that it has acted wrongfully with respect to Employee or any other
                person
                or that Employee has any rights whatsoever against the Employer.
                The
                Employer specifically disclaims any liability to or wrongful acts
                against
                Employee or any other person on the part of itself, its employees
                or its
                agents.

            


    

     

    
      	5.	
              As
                a material inducement to the Employer to enter into this Agreement,
                Employee hereby irrevocably releases the Employer and each of the
                owners,
                stockholders, predecessors, successors, directors, officers, employees,
                representatives, attorneys, and affiliates (and agents, directors,
                officers, employees, representatives and attorneys of such affiliates)
                of
                the Employer, and all persons acting by, through, under or in concert
                with
                them (collectively “Releasees”), from any and all charges, claims,
                liabilities, agreements, damages, causes of action, suits, costs,
                losses,
                debts and expenses (including attorneys’ fees and costs actually incurred)
                of any nature whatsoever, known or unknown, including, but not limited
                to,
                rights arising out of alleged violations of any contracts, express
                or
                implied, any covenant of good faith and fair dealing, express or
                implied,
                or any tort, or any legal restrictions on the Employer’s right to
                terminate employees, or any federal, state or other governmental
                statute,
                regulation, or ordinance, including, without limitation: (1) Title
                VII of
                the Civil Rights Act of 1964, as amended by the Civil Rights Act
                of 1991
                (race, color, religion, sex, and national origin discrimination);
                (2) the
                Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                (discrimination); (4) the Americans with Disabilities Act (disability
                discrimination); (5) the Age Discrimination in Employment Act; (6)
                the
                Older Workers Benefit Protection Act; (7) the Equal
                Pay
                Act; (8) Executive Order 11246 (race, color, religion, sex, and national
                origin discrimination); (9) Executive Order 11141 (age discrimination);
                (10) Section 503 of the Rehabilitation Act of 1973 (disability
                discrimination); (11) negligence; (12) negligent hiring and/or negligent
                retention; (13) intentional or negligent infliction of emotional
                distress
                or outrage; (14) defamation; (15) interference with employment; (16)
                wrongful discharge; (17) invasion of privacy; or (18) violation of
                any
                other legal or contractual duty arising under the laws of the State
                of
                Georgia or the laws of the United States (“Claim” or “Claims”), which
                Employee now has, or claims to have, or which Employee at any time
                heretofore had, or claimed to have, or which Employee at any time
                hereinafter may have, or claim to have,
                against each or any of the Releasees, in each case as to acts or
                omissions
                by each or any of the Releasees occurring up to and including the
                Effective Date. Employee covenants and agrees not to institute, or
                participate in any way in anyone else’s actions involved in instituting,
                any action against any of the Releasees with respect to any Claim
                released
                herein.

            


    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Employee has
      to
      any unpaid benefits under any employee benefit plan (within the meaning of
      Section 3(3) of the

     

    


    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    

    


    Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”) or to Employee’s
      right to exercise vested stock options, if any, pursuant to any stock option
      agreements provided by the Employer
      to
      Employee.

     

    
      	6.	
              The
                Employer and Employee agree that the terms of this Agreement shall
                be
                final and binding and that this Agreement shall be interpreted, enforced
                and governed under the laws of the State of Georgia. The provisions
                of
                this Agreement can be severed, and if any part of this Agreement
                is found
                to be unenforceable, the remainder of this Agreement will continue
                to be
                valid and effective.

            


    

     

    
      	7.	
              This
                Agreement sets forth the entire agreement between the Employer and
                Employee and fully supersedes any and all prior agreements or
                understandings, written and/or oral, between the Employer and Employee
                pertaining to the subject matter of this
                Agreement.

            


    

     

    
      	8.	
              Employee
                is solely responsible for the payment of any fees incurred as the
                result
                of an attorney reviewing this
                agreement.

            


    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to twenty-one (21) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after
      you have
      signed it. This Agreement will not be effective or enforceable, nor will any
      consideration be paid, until after the seven (7) day revocation period has
      expired. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    


    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    

    


    


     

    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above. 

    


    
      
        	 	
                EMPLOYEE

                 

                
 

                
                  

                  Print Name

                 

                 

                
                  
 Signature

                 

                 

                
                  
 Date
                  Signed

                


                


                


                THERAGENICS
                  CORPORATION

                


                By: 
                  ___________________________________

                


                Title:___________________________________

              


      



     

    


    
      
         

      

      
        B-4

        
          

        

      

      
         

      

    

    


    


     

    


    Employee

    40
      and
      over -

    Group
      of
      terminations

     

    EXHIBIT
      C

     

    RELEASE
      AGREEMENT

     

     

    This
      Release Agreement (this “Agreement”) is made this ____ day of _______________,
      by _________________
      (the
“Employer”) and _____________________________ (the
      “Employee”).

     

    Introduction

     

     

    Employee
      and the Employer entered into an Employment Agreement dated
      _____________________ (the
      “Severance Agreement”) which provides certain severance benefits.

     

     

    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the “Severance Benefits”), the Employee
      must provide a release and agree to certain other conditions.

     

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    
      	1.	
              Employee
                has been offered forty-five (45) days from receipt of this Agreement
                within which to consider this Agreement. The effective date of this
                Agreement shall be the date eight (8) days after the date on which
                Employee signs this Agreement (“the Effective Date”). For a period of
                seven (7) days following Employee’s execution of this Agreement, Employee
                may revoke this Agreement, and this Agreement shall not become effective
                or enforceable until such seven (7) day period has expired. Employee
                must
                communicate the desire to revoke this Agreement in writing. Employee
                understands that he or she may sign the Agreement at any time before
                the
                expiration of the forty-five (45) day review period. To the degree
                Employee chooses not to wait forty-five (45) days to execute this
                Agreement, it is because Employee freely and unilaterally chooses
                to
                execute this Agreement before that time. Employee’s signing of the
                Agreement triggers the commencement of the seven (7) day revocation
                period. 

            


    

     

    
      	2.	
              In
                exchange for Employee’s execution of this Agreement and in full and
                complete settlement of any and all claims, the Employer will provide
                Employee with the Severance Benefits.


            


    

     

    
      	3.	
              Employee
                acknowledges and agrees that this Agreement is in compliance with
                the Age
                Discrimination in Employment Act and the Older Workers Benefit Protection
                Act and that the releases set forth in this Agreement shall be applicable,
                without limitation, to any claims brought under these Acts.
                

            


    

     

    The
      release given by Employee in this Agreement is given solely in exchange for
      the
      consideration set forth in this Agreement and such consideration is in addition
      to anything of 

     

    


    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

    


    value
      that Employee was entitled to receive prior to entering into this
      Agreement.

     

    Employee
      has been advised to consult an attorney prior to entering into this Agreement,
      and this provision of the Agreement satisfies the requirement of the Older
      Workers Benefit Protection Act that Employee be so advised in
      writing.

     

    By
      entering into this Agreement, Employee does not waive rights or claims that
      may
      arise after the date this Agreement is executed.

     

    
      	4.	
              The
                Employer
                has _____________________________________________________________ [Employer
                to describe class, unit, or group of individuals covered by termination
                program, any eligibility factors, and time limits
                applicable]
                and such employees comprise the “Decisional Unit.” Attached as “Attachment
                1” to this Agreement is a list of ages and job titles of persons in
                the
                Decisional Unit who were and who were not selected for termination
                and the
                offer of consideration for signing the
                Agreement.

            


    

     

    
      	5.	
              This
                Agreement shall in no way be construed as an admission by the Employer
                that it has acted wrongfully with respect to Employee or any other
                person
                or that Employee has any rights whatsoever against the Employer.
                The
                Employer specifically disclaims any liability to or wrongful acts
                against
                Employee or any other person on the part of itself, its employees
                or its
                agents.

            


    

     

    
      	6.	
              As
                a material inducement to the Employer to enter into this Agreement,
                Employee hereby irrevocably releases the Employer and each of the
                owners,
                stockholders, predecessors, successors, directors, officers, employees,
                representatives, attorneys, and affiliates (and agents, directors,
                officers, employees, representatives and. attorneys of such affiliates)
                of
                the Employer, and all persons acting by, through, under or in concert
                with
                them (collectively “Releasees”), from any and all charges, claims,
                liabilities, agreements, damages, causes of action, suits, costs,
                losses,
                debts and expenses (including attorneys’ fees and costs actually incurred)
                of any nature whatsoever, known or unknown, including, but not limited
                to,
                rights arising out of alleged violations of any contracts, express
                or
                implied, any covenant of good faith and fair dealing, express or
                implied,
                or any tort, or any legal restrictions on the Employer’s right to
                terminate employees, or any federal, state or other governmental
                statute,
                regulation, or ordinance, including, without limitation: (1) Title
                VII of
                the Civil Rights Act of 1964, as amended by the Civil Rights Act
                of 1991
                (race, color, religion, sex, and national origin discrimination);
                (2) the
                Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                (discrimination); (4) the Americans with Disabilities Act (disability
                discrimination); (5) the Age Discrimination in Employment Act; (6)
                the
                Older Workers Benefit Protection Act; (7) the Equal Pay Act; (8)
                Executive
                Order 11246 (race, color, religion, sex, and national origin
                discrimination); (9) Executive Order 11141 (age discrimination);
                (10)
                Section 503 of the Rehabilitation Act. of 1973 (disability
                discrimination); (11) negligence; (12) negligent hiring and/or negligent
                retention; (13) intentional or negligent infliction of emotional
                distress or outrage; (14) defamation; (15) interference with
                employment; (16) wrongful discharge; (17) invasion of privacy; or
                (18) violation of any other legal or contractual duty arising
                under
                the laws of the State of Georgia or the laws of the United States
                (“Claim”
                or “Claims”), which Employee now has, or claims to have, or which Employee
                at any time heretofore had, or claimed to have, or which
                

            


    

     

    


    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

    


    Employee
      at any time hereinafter may have, or claim to have, against each or any of
      the
      Releasees, in each case as to acts or omissions by each or any of the Releasees
      occurring up to and including the Effective Date. Employee covenants and agrees
      not to institute, or participate in any way in anyone else’s actions involved in
      instituting, any action against any of the Releasees with respect to any Claim
      released herein.

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Employee has
      to
      any unpaid benefits under any employee benefit plan (within the meaning of
      Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”) or to Employee’s right to exercise vested stock options, if any,
      pursuant to any stock option agreements provided by the Employer to
      Employee.

     

    
      	7.	
              The
                Employer and Employee agree that the terms of this Agreement shall
                be
                final and binding and that this Agreement shall be interpreted, enforced
                and governed under the laws of the State of Georgia. The provisions
                of
                this Agreement can be severed, and if any part of this Agreement
                is found
                to be unenforceable, the remainder of this Agreement will continue
                to be
                valid and effective.

            


    

     

    
      	8.	
              This
                Agreement sets forth the entire agreement between the Employer and
                Employee and fully supersedes any and all prior agreements or
                understandings, written and/or oral, between the Employer and Employee
                pertaining to the subject matter of this
                Agreement.

            


    

     

    
      	9.	
              Employee
                is solely responsible for the payment of any fees incurred as the
                result
                of an attorney reviewing this
                agreement.

            


    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to forty-five (45) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after
      you have
      signed it. This Agreement will not be effective or enforceable, nor will any
      consideration be paid, until after the seven (7) day revocation period has
      expired. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    


    
      
         

      

      
        C-3

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above.

     

     

     

    
      
        	 	
                EMPLOYEE

                 

                
 

                
                  

                  Print Name

                 

                 

                
                  
 Signature

                 

                 

                
                  
 Date
                  Signed

                


                


                


                THERAGENICS
                  CORPORATION

                


                By: 
                  ___________________________________

                


                Title:___________________________________

              


      

    

          

    


    


    
      
         

      

      
        C-4

        
          

        

      

      
         

      

    

    


    


    ATTACHMENT
      I

    


    Employees
      Comprising the “Decisional Unit”

    


    


    
      	
              Job
                Title:

            	
              Age:

            	
              Participating:

            	
              Not
                Participating:

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    


    
      
         

      

      
        C-5

        
          

        

      

      
         

      

    

    


    


    


    Exhibit
      D

     

    Inventions,
      Patents and Copyrights

     

    
      	1.	
              Previously
                Conceived Inventions

            


      	 	[DESCRIBE ANY INVENTIONS WHICH THE
              EMPLOYEE
              DEVELOPED OR HAS AN OWNERSHIP INTEREST IN. IF NONE, INSERT “NONE”. Note:
              With respect to any such Inventions not described herein, the Company
              shall have a nonexclusive, paid up, royalty-free license to use and
              practice such Invention, including a license under all patents to issue
              in
              any country which pertain to such Invention.]



    

     

     

    
      	2.	
              Patents

            


      	 	
              [LIST
                OR DESCRIBE ALL PATENTS WHICH THE EMPLOYEE OWNS INDIVIDUALLY, WITH
                OTHERS,
                OR FOR WHICH APPLICATIONS ARE PENDING. IF NONE, INSERT
                “NONE”.]

            


    

     

     

    
      	3.	
              Copyrights

            


      	 	
              [DESCRIBE
                ANY WORKS FOR WHICH THE EMPLOYEE CLAIMS THE COPYRIGHT EITHER INDIVIDUALLY
                OR WITH OTHERS. IF NONE, INSERT
“NONE”.]

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    D-1