EMPLOYMENT AGREEMENT

This
EMPLOYMENT AGREEMENT is made this 1st day of January, 2004, (the Agreement)
between HealthTronics Surgical Services Inc., a Georgia corporation (the
Company), and Argil J. Wheelock, M.D. (the Executive).

PRELIMINARY STATEMENTS

A.        The
Company desires to secure the services of the Executive and the Executive
desires to be employed by the Company, on the terms and subject to the
conditions set forth in this Agreement.

B.        The
Executive is a key employee of the Company and his services and knowledge with
respect to the Company and its business strategies and operations are critical
to maintaining the Companys position in its industry against its competitors.

C.        The
Executive is currently employs as the Chief Executive Officer and Chairman of
the Board of Directors of the Company pursuant to an Employment Agreement dated
December 17, 2001 (the Old Agreement).

C.        The
Compensation Committee (Compensation Committee) of the Board of Directors of
the Company (the Board) has approved the execution and delivery by the
Company of this Agreement and termination of the Old Agreement.

AGREEMENT

NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties agree as follows:

1.        Employment.  The Company hereby agrees to continue to
employ the Executive and the Executive hereby agrees to continue to serve the
Company, on the terms and conditions set forth in this Agreement.  The Company and Executive hereby terminate
the Old Agreement with no further liability to either party by either party.

2.        Term
of Agreement.  This Agreement shall
be deemed to commence on January 1, 2004, and unless it is terminated earlier
in the manner provided in this Agreement, shall continue for a term of three
(3) years and upon each anniversary date of this Agreement shall be deemed to
automatically renew for a new three year term from such anniversary date (the
Term).  Not later than sixty (60) days
prior to each anniversary date of this Agreement, either party shall have the
right to provide written notice of his or its intention to have the Agreement
expire at the end of the the then pending three-year term period without
automatic renewal.

3.        Position
and Duties.  The Executive shall
serve as the Chairman of the Board and Chief Executive Officer of the Company,
shall perform substantially the same duties as he currently performs and shall
have substantially the same authority as he currently exercises.  The Executive shall report to, and shall
have such other powers and duties as may from time to time be delegated to him
by the Board of Directors or, following a Change in Control (as defined below),
the senior executive, board or committee established pursuant to the terms of
the Change of Control that is responsible for the unit, division or subsidiary
of which the Company has become a part; provided that such duties are generally
consistent with his present duties and with the Executives position.  The Executive shall devote substantially all
of his working time and efforts during normal business hours to the business
and affairs of the Company in substantially the same manner (both as to working
time and effort) as the Executive has devoted to the Company in the past;
provided, that it shall not be a violation of this Agreement for the Executive
to (i) serve on corporate, civic or charitable boards or committees, and (ii)
deliver lectures or fulfill speaking engagements, so long as such activities
are approved by the executive or body to which the Executive

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reports and do not interfere with the performance of the Executives
responsibilities as an employee of the Company in accordance with this
Agreement.

4.        Place
of Performance.  In connection with
his employment by the Company, the Executive shall be based at the Companys
principal executive offices except for required travel on the Companys
business.

5.        Compensation
and Related Matters.

(a)      Base
Salary.  The Executive shall receive
a base salary, payable in substantially equal bi-weekly installments, at the
annual rate of at least $300,000 during each fiscal year during the Term, or
such greater amount as shall be determined by the Compensation Committee or the
entire Board, in its sole discretion (the Base Salary).  The Base Salary shall be reviewed at least
annually for merit increases and may, by action and in the discretion of the
Compensation Committee or the Board, be increased at any time or from time to
time.  Any increase in the Base Salary
or other compensation granted by the Compensation Committee or the Board shall
in no way limit or reduce any other obligation of the Company under this
Agreement and, unless otherwise specified by the Compensation Committee or the
Board, once established at an increased specified rate, the Base Salary shall
not thereafter be reduced.

(b)      Incentive
Compensation.  In addition to the
Base Salary, during the Term the Executive shall be entitled to receive an
annual bonus (the Annual Bonus) payable in the form of either cash or Company
stock at the sole discretion of the Company. 
The Annual Bonus will be determined based upon the Company achieving
financial targets established by the Compensation Committee (the Target) for
each fiscal year.  The Target for each
fiscal year shall be approved by the Compensation Committee not later than 90
days after the beginning of each fiscal year.    If the Company does not achieve the Target for any fiscal year,
any bonus will be made at the sole discretion of the Compensation
Committee.  The Annual Bonus payable
with respect to any fiscal year (net of any tax or other amount properly withheld
therefrom) shall be paid by the Company to the Executive within seventy-five
(75) days after the end of the fiscal year; provided, that (i) the amount of
Annual Bonus payable for any fiscal year during which the Term expires or this
Agreement is terminated shall be prorated and payable only with respect to the
portion of the fiscal year during which the Executive was employed by the
Company and (ii) no Annual Bonus shall be payable with respect to any fiscal
year during which the Executives employment is terminated by the Company for
Cause, or by the Executive for other than Good Reason.  In addition to the Annual Bonus, the
Executive shall be entitled to receive such other bonuses or incentive
compensation as the Compensation Committee may determine in its sole
discretion, taking into consideration such criteria as it shall deem relevant.

(c)      Stock
Options.  During the Term, the
Executive shall be entitled to receive stock option grants at the sole
discretion of the Compensation Committee. 
The number of stock options and the terms and conditions of stock
options granted to the Executive shall be determined by the Compensation
Committee in its sole discretion.

(d)      Corporate
Automobile.  The Company shall
furnish either (i) an automobile of the make and model suitable to the
Executive, or (ii) provide the Executive with six hundred dollars ($600) per
month that can be applied toward a payment for an automobile of the Executives
choice.  The automobile furnished for
the executive shall remain the property of the Company and will be insured
under the insurance policy of the Company at all times during the Term of this
Agreement.

(e)      Expenses.  During the Term, the Company, in accordance
with its expense reimbursement policies and procedures in effect for senior
management employees from time to time, shall reimburse the Executive for all
reasonable expenses actually paid or incurred by the Executive in the course of
and pursuant to the business of the Company.

(f)      Other
Benefits.  The Executive shall be
entitled to participate in or receive benefits under any employee benefit plan
or arrangement made available generally by the Company to its executives,
subject to and on a basis consistent with the terms, conditions and overall
administration of such plan or arrangement. 
The Company shall also provide the Executive such coverage under any
directors and

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officers liability policies it maintains as is provided to its other
senior management employees.  Nothing
paid or provided to the Executive under any plan or arrangement presently in
effect or made available in the future shall be deemed to be in lieu of the
Base Salary or any other obligation payable to the Executive pursuant to this
Agreement.

(g)       Vacation.  The Executive shall be entitled to the
greater of (i) four (4) weeks of paid vacation per year, or (ii) the number of
paid vacation days in each calendar year determined by the Company from time to
time for its senior executive officers. 
The Executive shall also be entitled to all paid holidays given by the
Company to its senior executive officers.

(h)       Perquisites
and Fringe Benefits.  The Executive
shall be entitled to continue to receive all perquisites and fringe benefits
provided or available to senior executive officers of the Company in accordance
with present practice and as may be changed from time to time with respect to
all senior executive officers of the Company.

(i)       Working
Facilities.  The Company shall
furnish the Executive with an office, a secretary and such other facilities and
services suitable to his position and adequate for the performance of his
duties hereunder.

6.        Other
Offices.  The Executive agrees to serve
without additional compensation as an officer and/or director of any of the
Companys present or future subsidiaries; provided, that the Executive shall be
indemnified for serving in any and all such capacities on a basis no less
favorable than may be from time to time provided to other senior executives of
the Company.

7.        Restrictive
Covenants.

(a)       Noncompetition.  The Executive agrees that he will not,
either during the Term and for a period of one (1) year following any
termination of this Agreement, directly or indirectly, engage in, operate, have
any investment or interest or otherwise participate in any manner (whether as
an employee, officer, director, partner, agent, security holder, creditor,
consultant or otherwise) in any sole proprietorship, partnership, corporation
or business or any other person or entity that engages, directly or indirectly,
in a Competing Business; provided, that the Executive may continue to hold
Company securities and/or acquire, solely as an investment, shares of capital
stock or other equity securities of any company which are publicly traded, so
long as the Executive does not control, acquire a controlling interest in, or
become a member of a group which exercises direct or indirect control of, more
than five percent (5%) of any class of capital stock of such corporation. For
purposes of this Agreement, the term Competing Business means any business
providing any of the following services within a 50 mile radius of any office
or treatment location of the Company or any subsidiary of the Company: (a)
Lithotripsy services, (b) any business providing treatment of orthopedic or
podiatric conditions using extracorporeal shock wave treatments or shock wave
treatments, or (c) any business involving the service, maintenance or upkeep of
machines providing such services.

(b)       Unauthorized
Disclosure.  During the Term and for
a period of one year following any termination of this Agreement, the Executive
shall not, without the written consent of the Board or a person authorized
thereby, disclose to any person, other than an employee of the Company (or its
subsidiaries) or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the Executive of his duties
as an executive of the Company, any confidential information obtained by him
while in the employ of the Company with respect to any of the Companys
customers, suppliers, creditors, lenders, investment bankers, methods of
distribution or methods of marketing; provided, however, that confidential
information shall not include any information known generally to the public
(other than as a result of unauthorized disclosure by the Executive).  Notwithstanding the foregoing, nothing
herein shall be deemed to restrict the Executive from disclosing Confidential
Information to the extent required by law.

(c)       Nonsolicitation
of Employees.  During the Term and
for a period of six (6) months following any termination of this Agreement, the
Executive shall not directly or indirectly, for himself or for any other
person, firm, corporation, partnership, association or other entity, attempt to
employ or enter

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into any contractual arrangement with any employee or former employee
of the Company, unless such employee or former employee has not been employed
by the Company for a period in excess of three months.

8.        Termination.  The Executives employment under this
Agreement may be terminated without any breach of this Agreement only on the
following circumstances:

(a)       Death.  The Executives employment under this
Agreement shall terminate automatically upon his death.

(b)       Disability.  If, as a result of the Executives
incapacity due to physical or mental illness, the Executive is absent from the
performance of his duties under this Agreement for a period of four (4) months
during any twelve-month period, and within 10 days after written notice of
termination is given, the Executive does not return to the performance of his
duties under this Agreement, the Company may terminate the Executives
employment under this Agreement for Disability.

(c)       Cause.  The Company may at any time terminate the
Executives employment under this Agreement for Cause.  For purposes of this Agreement, Cause
means: (i) the willful and continued failure by the Executive to substantially
perform his duties under this Agreement (other than any such failure resulting
from the Executives incapacity due to physical or mental illness or from the
termination of this Agreement by the Executive for Good Reason), after a demand
for substantial performance is delivered to the Executive by the Company
specifically identifying the manner in which the Company believes the Executive
has not substantially performed his duties, and the Executive shall have failed
to resume substantial performance of such duties within thirty (30) days of
receiving such demand, (ii) the willful engaging by the Executive in criminal
conduct (including embezzlement and criminal fraud) which is demonstrably and
materially injurious to the Company, monetarily or otherwise, or (iii) the
conviction of the Executive of a felony (other than a traffic violation).  For purposes of this paragraph, no act, or
failure to act, on the Executives part shall be considered willful unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company.  Notwithstanding anything herein to the
contrary, the Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to the Executive a copy of a
resolution, duly adopted by the affirmative vote of not less than a majority of
the members of the Board then in office (other than the Executive) at a meeting
of the Board called and held for such purpose (after reasonable notice to the
Executive and an opportunity for him, together with his counsel, to be heard
before the Board), finding that in the good faith opinion of the Board the
Executive was guilty of conduct set forth in clause (i), (ii) or (iii), above,
and specifying the particulars thereon in detail.

(d)       Termination
by the Executive.  The Executive may
terminate his employment under this Agreement (i) for Good Reason, or (ii) if
his health should become impaired to any extent that makes the continued
performance of his duties under this Agreement hazardous to his physical or
mental health or his life, provided that the Executive shall have furnished the
Company with a written statement from a qualified doctor to such effect and
provided, further, that at the Companys request and expense the Executive
shall submit to an examination by a doctor selected by the Company and such
doctor shall have concurred in the conclusion of the Executives doctor.

For
purposes of this Agreement, Good Reason means, without the Executives prior
written consent, the occurrence of any one or more of the following: (A) any
action by the Company which results in a material diminution in the nature or
status of the Executives position, authority, duties or responsibilities; (B)
a failure by the Company to pay any amounts of Base Salary, Annual Bonus or
other amounts payable hereunder, or to comply with its other obligations and
agreements contained herein; (C) a failure of the Company to obtain an
agreement from any successor to the Company to assume and agree to perform this
Agreement, as contemplated in Section 10(c) hereof; (D) Executive no longer
reports directly to the person(s) specified in Section 3 hereof, or (E) any
purported termination by the Company of the Executives employment that is not
effected pursuant to a Expiration Notice or a Notice of Termination satisfying
the requirements of Section 2 or subsection 8(e), respectively, and otherwise
in accordance with the terms of this Agreement, and for purposes of this
Agreement, no such termination shall be effective.

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The
Executives right to terminate his employment for Good Reason shall not be
affected by his incapacity due to physical or mental illness, nor shall the
Executives continued employment constitute consent to, or a waiver of his
rights with respect to, any circumstances constituting Good Reason.  With respect to the matters set forth in
clauses (A), (B), (C) and (D), above, the Executive shall give the Board
fifteen (15) days prior written notice of his intent to terminate this Agreement,
and the Company shall have the right to cure any such breach or alleged breach
within such fifteen (15) day period.

(e)       Notice
of Termination.  Any termination of
the Executives employment by the Company or by the Executive (other than
termination pursuant to Section 8(a), above) shall be communicated by written
Notice of Termination to the other party hereto given in accordance with
Section 12.  For purposes of this
Agreement, a Notice of Termination shall mean a written notice which indicates
the specific termination provision in this Agreement relied upon and sets forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executives employment under the provision so
indicated.  The failure by the Executive
to set forth in any Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing his rights hereunder.

(f)       Date
of Termination.  Date of
Termination shall mean (i) if the Executives employment is terminated by his
death, the date of his death, (ii) if the Executives employment is terminated
for Disability, thirty (30) days after Notice of Termination is given (provided
that the Executive shall not have returned to the performance of his duties
during such thirty (30) day period), (iii) if the Executives employment is
terminated by the Company for Cause, the date specified in the Notice of Termination
after the expiration of any cure periods, and (iv) if the Executives
employment is terminated for any other reason, the date on which a Notice of
Termination is given after the expiration of any cure periods; provided, that
if within thirty (30) days after any Notice of Termination one party notifies
the other party that a dispute exists concerning the termination, the Date of
Termination shall be the date finally determined to be the Date of Termination,
either by mutual written agreement of the parties or by a binding and final
arbitration award or an adjudication by a court of competent jurisdiction (and
in such event the Company shall continue to perform its obligations hereunder
until the date so determined).

9.        Compensation
Upon Termination or During Disability.

(a)       Death.  If the Executives employment is terminated
by reason of his death, the Company shall pay to such person as the Executive
shall have designated in a notice filed with the Company, or, if no such person
has been designated, to his estate, any unpaid amounts of his Base Salary or
Annual Bonus accrued prior to the date of his death; and upon making such
payments, the Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of
the Executives death pursuant to Section 5(e)); provided, that the Executives
spouse, beneficiaries or estate shall also be entitled to receive any amounts
or other benefits payable pursuant to any pension or employee benefit plan,
life insurance policy or other plan, program or policy then maintained or
provided by the Company in accordance with the terms thereof.  In addition, all unvested Options (as defined
in the Companys Stock Option Plan  2001 or any other plan under which stock
options are granted), including, but not limited to, stock options held by the
Executive on the Date of Termination shall continue to vest in accordance with
the vesting schedule for such Options then in effect, and upon vesting shall
become exercisable.  Moreover, each such
stock option that vests pursuant to the preceding sentence, together with any
previously vested and unexercised stock options, shall be exercisable in accordance
with their respective terms for a period of one (1) year following the date on
which it becomes vested (or, in the case of any previously vested and
unexercised options, one (1) year following the Date of Termination) or, if
earlier, until the then scheduled expiration date(s) of such options.

(b)       Disability.  During any period that the Executive fails
to perform his duties hereunder as a result of incapacity due to physical or
mental illness, the Executive shall continue to receive his Base Salary and any
Annual Bonus until the Executives employment is terminated pursuant to Section
8(b) hereof, or until the Executive terminates his employment pursuant to
Section 8(d)(ii) hereof, whichever

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first occurs.  If the
Executives employment is terminated by reason of his Disability, the Company
shall pay to the Executive any unpaid amounts of his Base Salary or Annual
Bonus accrued prior to the date of such termination; and upon making such
payments, the Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of
such termination pursuant to Section 5(e)); provided, that the Executive shall
also be entitled to receive any amounts or other benefits payable pursuant to
any pension or employee benefit plan, life insurance policy or other plan,
program or policy then maintained or provided by the Company in accordance with
the terms thereof.  In addition, all
unvested Options held by the Executive on the Date of Termination shall
continue to vest in accordance with the vesting schedule for such Options then
in effect, and upon vesting shall become exercisable. Moreover, each such stock
option that vests pursuant to the preceding sentence, together with any
previously vested and unexercised stock options, shall be exercisable in
accordance with their respective terms for a period of one (1) year following
the date on which it becomes vested (or, in the case of any previously vested
and unexercised options, one (1) year following the Date of Termination) or, if
earlier, until the then scheduled expiration date(s) of such options.
Notwithstanding anything in this section to the contrary, all such vesting of
Options shall discontinue immediately, and any unexercised options shall
terminate and be cancelled immediately upon a breach by the Executive of the
provisions of Section 7 hereof or the Executives acceptance of employment with
another entity.

(c)       Cause;
Other than for Good Reason.  If the
Executives employment is terminated by the Company for Cause, or by the
Executive for other than Good Reason, the Company shall pay the Executive his
Base Salary and accrued vacation pay through the Date of Termination at the
rate in effect at the time Notice of Termination is given (or on the Date of
Termination if no Notice of Termination is required hereunder) plus all other
amounts to which the Executive is entitled under any plan, program, policy or
practice of the Company or otherwise at the time such payments are due and such
payments shall, assuming the Company is in compliance with the provisions of
this Agreement, fully discharge the Companys obligations hereunder.  In addition, all unvested Options shall
terminate.

(d)       Good
Reason; Other than Cause or Disability. 
If the Company terminates the Executives employment other than for
Cause or Disability, or the Executive terminates his employment for Good
Reason, or the Company notifies Executive that it will not renew this Agreement
under as provided in Section 2, then:

| | (i)       within
  thirty (30) days after the Date of Termination, the Company shall pay the
  Executive an amount equal to the sum of: (i) his accrued but unpaid Base
  Salary through the Date of Termination at the rate in effect at the time
  Notice of Termination is given (or the Date of Termination where no Notice of
  Termination is required hereunder) and (ii) a pro rata portion of the most
  recent Annual Bonus paid to the Executive (taking into consideration any
  accrued but unpaid Annual Bonus which is paid pursuant to this Section
  9(d)(i)) based on the number of days elapsed in the current fiscal year prior
  to the Date of Termination, together with any accrued incentive compensation
  and other amounts to which the Executive is then entitled under any plan, policy,
  practice or program of the Company at the time such payments are due; and                                                                                                                                                                          
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)       in
  lieu of any further salary, incentive compensation or other payments for
  periods subsequent to the Date of Termination, and as a severance benefit to
  the Executive (the Severance Benefit), the Company will pay to the
  Executive in a prompt lump-sum payment, payable in cash, no later than thirty
  (30) days following the date of termination. 
  An amount equal to two-hundred ninety-nine (299%) percent of the
  Executives average annual includable compensation (which shall include,
  without limitation, the Executives Base Salary and Annual Bonus) from the
  Company during the five (5) most recently completed taxable years ending
  before the Date of Termination (referred to as the Base Period).  Any partial taxable years during the Base
  Period shall be annualized, and in the event that the Executives employment
  with the Company is less than five (5) years, the average annual compensation
  shall be calculated based on the rate of compensation for the Executives
  actual term of employment.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii)     Notwithstanding
  the Severance Benefit formula set forth in Section 9(d)(ii) hereof and the
  other provisions of this Agreement, any payments to which the Executive is
  entitled                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| | upon a Date
  of Termination under Section 9(d)(ii) hereof and the other provisions of this
  Agreement shall be adjusted so that the aggregate present value of all
  parachute payments (as defined in Section 280G of the Internal Revenue Code
  of 1986, as amended from time to time (the Code) to which the Executive is
  entitled is less than 300% of the Executives annualized includable
  compensation for the base period as defined in the Code, unless, taking
  into account the applicable federal, state and local income taxes and the
  excise tax imposed by Section 4999, the payment of the full Severance Benefit
  and other awards pursuant to this Agreement results in the receipt by the
  Executive on an after-tax basis of the greatest amount of benefit
  notwithstanding that all or some portion of the payments or awards pursuant
  to this Agreement including the Severance Benefit, may be taxable under
  Section 4999 of the Code.  The
  determination as to whether there is any adjustment (and the extent thereof)
  in the payments or awards due the Executive because of this Section 9(d)(iii)
  shall be made in writing within thirty (30) days after the Date of
  Termination, by the Companys independent certified public accounts on the
  Date of Termination and shall be final and binding on the Executive and the
  Company.  The Company shall furnish
  said independent certified public accountants with all data required to make
  said determination within ten (10) days after the Date of Termination.  If there is any such adjustment, the
  Executive may elect in the Executives sole discretion which payments or
  awards shall be reduced and/or which payments or awards shall be deferred and
  promptly notify the Company in writing of such election.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)        Acceleration
of Vesting; Sale of Shares.  Unless
the Company terminates the Executives employment for Cause, the Executive
terminates his employment for other than Good Reason or the Executives
employment is terminated due to his death or Disability, upon (i) termination
of the Executives employment or notice of Companys intent not to renew this
Agreement as provided in Section 2 or (ii) a Change of Control, all unvested
Options held by the Executive on the Date of Termination shall immediately vest
and upon vesting shall become exercisable. 
Moreover, each such stock option that is deemed vested pursuant to the
preceding sentence, together with any previously vested and unexercised stock
options, shall be exercisable by the Executive in accordance with their
respective terms for a period of three (3) years following the Date of
Termination or the date of the Change in Control, as the case may be, or, if
earlier, until the then scheduled expiration date(s) of such options. The
Company shall provide the Executive such cooperation and assistance as may
reasonably be necessary to effect cashless exercises of such stock options
beneficially owned by the Executive at the Date of Termination.  For the purposes of this Agreement, the
Fair Market Value of the Companys common stock as of any given date shall be
(i) the closing sale price per share reported on a consolidated basis for the
common stock as listed on the Nasdaq National Market or the principal stock
exchange or market on which the common stock is traded on the date as of which
such value is being determined or, if there is no sale on that date, then on
the last previous day on which a sale was reported or (ii) if the common stock
is not listed on an exchange or market, the fair market value of the common stock
as determined by the Board.

For
purposes of this Agreement, a Change in Control means and shall be deemed to
have occurred if: (i) any person, entity or group, within the meaning of
Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), other than (A) the Company, its subsidiaries or
any employee benefit plan established and maintained by the Company or its
subsidiaries, or (B) the Executive or any of the Executives affiliates,
becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined voting power of the
Companys then outstanding securities entitled to vote generally in the
election of directors; (ii) the individuals who, as of the date hereof
constitute the Companys Board of Directors (as of the date hereof, the
Incumbent Board) cease for any reason to constitute a majority of the Board
of Directors, provided that any person becoming a director subsequent to the
date hereof whose election, or nomination for election by the Companys
stockholders was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than the election or nomination of
an individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of the directors
of the Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall be, for purposes of this Agreement,
considered as though such person were a member of the Incumbent Board; or (iii)
the shareholders of the Company approve (A) a reorganization, merger or

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consolidation
with respect to which persons who were the shareholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the reorganized, merged or
consolidated companys then outstanding voting securities, (B) a liquidation or
dissolution of the Company, or (C) the sale of all or substantially all of the
assets of the Company, unless the approved reorganization, merger,
consolidation, liquidation, dissolution or sale is subsequently abandoned.

(f)       Maintenance
of Benefit.  Unless the Executive is
terminated for Cause, the Company shall maintain in full force and effect, for
the continued benefit of the Executive and/or his family for one (1) year after
termination for any reason, all employee medical, health and hospitalization
plans and programs in which the Executive and/or his family was entitled to
participate in immediately prior to the Date of Termination provided that the
continued participation of the Executive and/or his family is possible under
the general terms and provisions of such plans and programs.  In the event that the participation of the
Executive and/or his family in any such plan or program is barred, the Company
shall arrange to provide the Executive and/or his family with benefits
substantially similar to those which the Executive and/or his family would
otherwise have been entitled to receive under such plans and programs from
which his or their continued participation is barred.

10.      Successors.

(a)      This
Agreement is personal to the Executive and without the prior written consent of
the Company shall not be assignable by the Executive other than by will or the
laws of descent and distribution.  This
Agreement and all rights of the Executive hereunder shall inure to the benefit
of and be enforceable by the Executives personal or legal representatives,
executors, administrators, successors, heirs, distributees, devises and
legatees.  If the Executive dies while
any amounts would still be payable to him hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executives personal or legal representatives or, if there be
no such persons, the Executives estate.

(b)      This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

(c)      The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance satisfactory
to the Executive, to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.  Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as he would be entitled to hereunder if
he terminated his employment for Good Reason, except for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.  As used in this Agreement, the term Company means the Company
as hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers an assumption and agreement provided for
in this Section 10(c) or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law, or otherwise.

11.      Non-exclusivity
of Rights.  Nothing in this
Agreement shall prevent or limit the Executives continuing future
participation in any benefit, bonus, incentive or other plans, programs,
policies or practices provided by the Company or any of its subsidiaries and
for which the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any stock option
or other agreements with the Company or any of its subsidiaries.  Except as herein specifically provided,
amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of the Company or any of
its subsidiaries at or subsequent to the Date of Termination shall be payable
in accordance with such plan, policy, practice or program.

8

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12.      Notice.  All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

If to the
Executive:

Argil
Wheelock
                    ******************
                    ******************

If to the
Company:

HealthTronics
Surgical Services, Inc.
                    1841
West Oak Parkway
                    Marietta,
Georgia 30062
                    Attn:  Compensation Committee, 
                                   Board
of Directors

or to such other address as either party shall have furnished to the
other in writing in accordance herewith. 
Notices and communications shall be effective when actually received by
the addressee.

13.      Miscellaneous.

(a)      This
Agreement has been approved by the Compensation Committee.  No provisions of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
agreed to in a writing signed by the Executive and such officer as may be
specifically designed by the Compensation Committee or the Board.

(b)      The
failure by either party hereto to insist upon compliance with any condition or
provision of this Agreement shall not be deemed a waiver of such condition or
provision or any other provision hereof.

(c)      No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement and this Agreement supersedes any
other agreement or understanding between the Company and the Executive relating
to the Executives employment and any compensation or benefits in respect
thereof (including, without limitation, the Prior Employment Agreement).

(d)      The
Company may withhold from any accounts payable under this Agreement all
Federal, state or other taxes as legally shall be required.

(e)      The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Georgia, without reference to
principles of conflicts of laws.

(f)      The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

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

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IN WITNESS
WHEREOF, the parties have executed this Employment Agreement as of the date and
year first above written.

| | By                                     
| | ---------------------------------------
| |                                        
| | Company                                
| |                                        
| | HealthTronics
  Surgical Services, Inc.
| |                                        
| |                                        
| | By: /s/ Martin J. McGahan              
| |                                        
| |                                        
| | Title: President, COO and
        CFO  
| |                                        
| |                                        
| |                                        
| | Executive:                             
| |                                        
| | /s/ Argil J.
  Wheelock                
| |                                        
| | Argil
  J. Wheelock                    
| |                                        

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