EMPLOYMENT AGREEMENT  This
EMPLOYMENT AGREEMENT is made this 17th day of December, 2001, (the Agreement)
between HealthTronics Surgical Services Inc., a Georgia corporation (the
Company), and Argil Wheelock (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 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.  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.  2.             Term of Agreement.  This Agreement shall be deemed to commence
on January 1, 2002, 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 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 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 its budgeted earnings
per share (EPS) target (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.  For
purposes of this Section, the term EPS means the Companys earnings after
interest, taxes, depreciation and amortization divided by the number of
outstanding registered shares of the Companys stock, as determined in
accordance with generally accepted accounting principles, consistently applied
with the Companys past practices, and as reflected in the Companys audited
financial statements for the relevant 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 sixty (60) 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  2 
   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 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.  3 
   (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  4 
   indirectly, for himself or for
any other person, firm, corporation, partnership, association or other entity,
attempt to employ or enter 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  5 
   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.  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  6 
   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 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  7 
   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, 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  (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 Company
will pay to the Executive in a prompt lump-sum  8 
   payment,
payable in cash, no later than thirty (30) days following the date of
termination an amount equal to the sum of three (3) times the Executives
annual Base Salary in effect at the time Notice of Termination is given (or the
Date of Termination where no Notice of Termination is required hereunder), plus
(B) an amount equal to three (3) times the greater of (x) the average Annual
Bonus paid to the Executive for the prior three years or (y) the amount of the
most recent Annual Bonus paid to the Executive.  (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
(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 one (1)
year 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  9 
   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 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  10 
   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.  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 (home address)  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.  11 
   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.  12 
   IN WITNESS
WHEREOF, the parties have executed this Employment Agreement as of the date and
year first above written.  ByCompany:  Executive:/s/  Argil WheelockArgil
  Wheelock  13