Exhibit 10.34

# HEALTHTRONICS, INC.DIRECTOR
RESTRICTED STOCK AWARD AGREEMENT

This
Director Restricted Stock Award Agreement (the
Agreement), by and between HealthTronics, Inc. (the
Company) and ______________ (the
Grantee), evidences the grant by the Company of an Award
of Restricted Stock (the Award) to the Grantee on the __
day of _______, 20__ (the Grant Date) and the
Grantees acceptance of the Award in accordance with the provisions of the Company
2004 Equity Incentive Plan, as amended or restated from time to time (the
Plan). The Company and the Grantee agree as follows:

1.
     Basis for Award. This Award is made under the Plan
pursuant to           Section 9 thereof.

2.    Stock
Awarded.

(a)              The
Company hereby awards to the Grantee, in the aggregate, ______ Shares           (Restricted
Stock), which shall be subject to           the restrictions and
conditions set forth in the Plan and in this Agreement.

(b)              Each
certificate issued in respect of the Restricted Stock shall be registered           in
the Grantees name and deposited by the Grantee, together with a share
          power endorsed in blank, with the Company and shall bear the following (or a
          similar) legend:

| | THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTEDHEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS (INCLUDING FORFEITURE)CONTAINED IN THE HEALTHTRONICS, INC. 2004
EQUITY INCENTIVE PLAN AND THEDIRECTOR RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO
BETWEEN THE REGISTEREDOWNER AND HEALTHTRONICS, INC. IN RESPECT OF SUCH STOCK.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At the expiration of the
restrictions, the Company shall redeliver to the Grantee (or the Grantees legal
representative, beneficiary or heir) share certificates for the Restricted Stock deposited
with it without any legend except as otherwise provided by the Plan, this Agreement or as
otherwise required by applicable law. The Grantee shall have the right to vote the
Restricted Stock while it is held in custody except as otherwise provided by the Plan.
Notwithstanding the foregoing, the Company shall retain custody of all cash, securities
and other property distributed by the Company in respect of the Restricted Stock
(Retained Distributions) subject to the restrictions set
forth in this Agreement and such Retained Distributions shall be subject to the same
restrictions on terms and conditions as are applicable to such Restricted Stock.

(c)              Except
as provided in the Plan or this Agreement, the restrictions on the           Restricted
Stock covered by this Agreement are that the stock will be forfeited           by the
Grantee and all of the Grantees rights to such stock shall           immediately
terminate without any payment or consideration by the Company, in           the event of
any sale, assignment, transfer, hypothecation, pledge or other           alienation of
such Restricted Stock made or attempted, whether voluntary or           involuntary, and
if involuntary whether by process of law in any civil or           criminal suit, action
or proceeding, whether in the nature of an insolvency or           bankruptcy proceeding
or otherwise.

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3.    Vesting.
The restrictions described in Section 2 of this           Agreement will
lapse with respect to ______ shares of the Restricted Stock on           the first
anniversary of the Grant Date, with respect to ______ shares of the           Restricted
Stock on the second anniversary of the Grant Date, with respect to           ______
shares of the Restricted Stock on the third anniversary of the Grant           Date, and
with respect to ______ shares of the Restricted Stock on the fourth           anniversary
of the Grant Date, provided the Grantee is still serving as a member           of the
Board of Directors of the Company on such vesting dates. If the Grantee           ceases
to serve as a member of the Board of Directors of the Company for any           reason at
any time prior to the vesting dates, the unvested Restricted Stock           shall
automatically be forfeited upon such cessation of service.

4.    Compliance
with Laws and Regulations. The issuance and transfer of           Restricted Stock
shall be subject to compliance by the Company and the Grantee           with all
applicable requirements of securities laws and with all applicable           requirements
of any stock exchange on which the Restricted Stock may be listed           at the time
of such issuance or transfer. The Grantee understands that the           Company is under
no obligation to register or qualify the Restricted Stock with           the Securities
and Exchange Commission (SEC),           any state
securities commission or any stock exchange to effect such compliance.

5.    Tax
Withholding.

(a)                 The
Grantee agrees that, subject to clause 5(b) below, no later than
          the date as of which the restrictions on the Restricted Stock shall lapse with
          respect to all or any of the Restricted Stock covered by this Agreement, the
          Grantee shall pay to the Company (in cash or Restricted Stock held by the
          Grantee whose Fair Market Value on the day preceding the date the Restricted
          Stock vests is equal to the amount of the Grantees tax withholding
          liability) any federal, state or local taxes of any kind required by law to be
          withheld, if any, with respect to the Restricted Stock for which the
          restrictions shall lapse. The Company or its affiliates shall, to the extent
          permitted by law, have the right to deduct from any payment of any kind
          otherwise due to the Grantee any federal, state or local taxes of any kind
          required by law to be withheld with respect to the shares of Restricted Stock.

(b)                 If
the Grantee properly elects, within thirty (30) days of the Grant Date, to
          include in gross income for federal income tax purposes an amount equal to the
          Fair Market Value as of the Grant Date of the Restricted Stock granted
hereunder           pursuant to Section 83(b) of the Code, the Grantee shall pay to
the Company           or the appropriate tax authority, or make other arrangements
satisfactory to the           Administrator to pay to the Company or the appropriate tax
authority in the year           of such grant, any federal, state or local taxes required
to be withheld with           respect to such Restricted Stock. If the Grantee fails to
make such payments,           the Company or its affiliates shall, to the extent
permitted by law, have the           right to deduct from any payment of any kind
otherwise due to the Grantee any           federal, state or local taxes of any kind
required by law to be withheld with           respect to such Restricted Stock.

6.    No
Right to Continued Service as a Director. Nothing in this Agreement           shall
be deemed by implication or otherwise to impose any limitation on any           right of
the Company or the Companys shareholders to remove Grantee as a           director
of the Company, any right of the Nominating Committee of the Company to
          determine not to nominate Grantee for election as a director of the Company, or
          any right of the shareholders of the Company to decide not to elect Grantee as
a           director of the Company.

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7.    Representations
and Warranties of Grantee. The Grantee represents and           warrants to the
Company that:

(a)    Agrees
to Terms of the Plan. The Grantee has received a copy of the Plan           and has
read and understands the terms of the Plan and this Agreement, and           agrees to be
bound by their terms and conditions. The Grantee acknowledges that           there may be
adverse tax consequences upon the vesting of Restricted Stock or           disposition of
the Restricted Stock once vested, and that the Grantee should           consult a tax
adviser prior to such time.

(b)    Cooperation.
The Grantee agrees to sign such additional documentation as           may reasonably be
required from time to time by the Company.

8.    Adjustment
Upon Changes in Capitalization. In the event of a Change in           Capitalization
under Section 14 of the Plan, the Administrator may make           appropriate
adjustments to the number and class of shares relating to Restricted           Stock as
it deems appropriate, in its sole discretion, to preserve the value of           this
Award. The Administrators adjustment shall be made in accordance with           the
provisions of Section 14 of the Plan and shall be effective and final,
          binding and conclusive for all purposes of the Plan and this Agreement.

9.    Governing
Law; Modification. This Agreement shall be governed by the laws           of the
State of Georgia without regard to the conflict of law principles. The
          Agreement may not be modified except in writing signed by both parties.

10.    Defined
Terms. Except as otherwise provided herein, or unless the context           clearly
indicates otherwise, capitalized terms used but not defined herein have           the
definitions as provided in the Plan. The terms and provisions of the Plan           are
incorporated herein by reference, and the Grantee hereby acknowledges           receiving
a copy of the Plan. In the event of a conflict or inconsistency           between the
discretionary terms and provisions of the Plan and the provisions of           this
Agreement, this Agreement shall govern and control.

11.    Miscellaneous.
The masculine pronoun shall be deemed to include the           feminine, and the singular
number shall be deemed to include the plural unless a           different meaning is
plainly required by the context.

[Signature Page
Follows]

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IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above
written.

| |  | HEALTHTRONICS, INC.
By: _______________________________________________
Name: _____________________________________________
Title:______________________________________________
GRANTEE
By: _______________________________________________
Name: _____________________________________________
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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