HEALTHTRONICS SURGICAL SERVICES, INC.NONQUALIFIED DEFERRED COMPENSATION PLAN

(Amended and Restated as of January 1, 2004)

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HealthTronics Surgical Services, Inc.Nonqualified Deferred Compensation Plan(Amended and Restated as of January 1, 2004)

Table of Contents

|ARTICLE I.  PURPOSE AND EFFECTIVE DATE
|--------------------------------------
|                                      
|1.1                                   
|1.2                                   
|                                      
|ARTICLE II.   DEFINITIONS             
|                                      
|2.1                                   
|2.2                                   
|2.3                                   
|2.4                                   
|2.5                                   
|2.6                                   
|2.7                                   
|2.8                                   
|2.9                                   
|2.10                                  
|2.11                                  
|2.12                                  
|2.13                                  
|2.14                                  
|2.15                                  
|2.16                                  
|2.17                                  
|2.18                                  
|2.19                                  
|2.20                                  
|2.21                                  
|2.22                                  
|                                      
|ARTICLE III.   ELIGIBILITY            
|                                      
|3.1                                   
|3.2                                   
|3.3                                   
|3.4                                   
|3.5                                   

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|ARTICLE IV.   ACCRUAL OF BENEFITS        
|-----------------------------------------
|                                         
|4.1                                      
|4.2                                      
|4.3                                      
|4.4                                      
|4.5                                      
|4.6                                      
|4.7                                      
|                                         
|ARTICLE V.   DISTRIBUTIONS               
|                                         
|5.1                                      
|5.2                                      
|5.3                                      
|5.4                                      
|5.5                                      
|                                         
|ARTICLE VI.   ADMINISTRATION             
|                                         
|6.1                                      
|6.2                                      
|6.3                                      
|6.4                                      
|6.5                                      
|                                         
|ARTICLE VII.   CLAIMS PROCEDURE          
|                                         
|7.1                                      
|7.2                                      
|                                         
|ARTICLE VIII.   AMENDMENT AND TERMINATION
|                                         
|8.1                                      
|8.2                                      
|                                         
|                                         
|ARTICLE IV.  MISCELLANEOUS               
|                                         
|9.1                                      
|9.2                                      
|9.3                                      
|9.4                                      
|9.5                                      
|9.6                                      

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HEALTHTRONICS SURGICAL SERVICES, INC.NONQUALIFIED DEFERRED COMPENSATION PLAN

(Amended and Restated as of January 1, 2004)

ARTICLE I
PURPOSE AND EFFECTIVE DATE

1.1     Purpose.  The purpose of the HealthTronics Surgical
Services, Inc. Nonqualified Deferred Compensation Plan is to provide a select
group of management employees with the opportunity to enhance their retirement
by deferring amounts of their Compensation.

1.2     Effective Date.  The general effective date of this amendment
and restatement shall be January 1, 2004. 
The original effective date of the Plan was July 1, 2000, and certain
provisions below may be shown as having different effective dates for
historical purposes.

ARTICLE II
DEFINITIONS

2.1     Account means the records
maintained by the Nonqualified Deferred Compensation Plan Committee that
represent each Participants total interest under the Plan.  Such interest may be reflected as a book
reserve entry in the Companys accounting records, or as a separate account
under a trust, or as a combination of both. 
Each Particip­ants Account shall consist of at least three subaccounts,
a Deferral Account, a Company Matching Account, and a Company Stock
Account,  which subaccounts may be
further divided as provided elsewhere in this Plan or by the Committee.

2.2     Annual Bonus means any bonus
paid on an annual basis to the Participant by the Company.

2.3     Beneficiary means the person or
persons last designated by the Participant, in writing, as entitled to receive
such Partici­pants interest under the Plan in the event of his death.  If the Participant fails to designate a
Beneficiary, the Participants spouse shall be the designated Beneficiary.  If all designated Beneficiaries prede­cease
the Partici­pant or the Participant fails to designate a Beneficiary and is not
married, the Beneficia­ry shall be the estate of the Participant.

2.4     Change-in-Control of the
Company means a change in control of a nature that would be required to be
reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934 (Act) or any successor thereto,
provided that without limiting the foregoing, a Change-in-Control of the
Company also shall be deemed to have occurred if:

| | (i) | any person
  (as defined under Section 3(a)(9) of the Act) or group of persons (as
  provided under Rule 13d-3 of the Act) is or becomes the beneficial owner
  (as defined in Rule 13d-3 or otherwise under the Act), directly or indirectly
  (including
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| |       | as provided
  in Rule 13d-3(d)(1) of the Act), of capital stock of the Company the holders
  of which are entitled to vote for the election of directors (voting stock)
  representing that percentage of the Companys then outstanding voting stock
  (giving effect to the deemed ownership of securities by such person or group,
  as provided in Rule 13d-3(d)(1) of the Act, but not giving effect to any such
  deemed ownership of securities by another person or group) equal to or
  greater than thirty-five percent (35%) of all such voting stock;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)  | individuals
  who constitute the Board on the date hereof (the Incumbent Board) cease for
  any reason to constitute at least a majority thereof.  Any person becoming a director subsequent
  to such date whose election, or nomination for election, is, at any time,
  approved by a vote of at least a majority of the directors comprising the Incumbent
  Board shall be considered as though he were a member of the Incumbent Board;                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii) | the Company
  combines with another person or entity, whether through a merger, asset sale,
  reorganization or otherwise, and (a) any person or group of persons holds at
  any time after such combination, voting stock equal to or greater than
  thirty-five percent (35%) determined by reference to the voting securities of
  the surviving entity, or (b) the Companys directors, as of the date
  immediately before such combination, constitute less than a majority of the
  Board of Directors of the combined entity.                              

2.5     Code means the Internal Revenue
Code of 1986, as amended.

2.6     Committee means the committee
appointed to administer the Plan pursuant to Section 6.1.

2.7     Company means HealthTronics
Surgical Services, Inc. a corporation with its principal place of business in
Georgia, or its successor or successors.

2.8     Company Matching Account means
that portion of each Participants Account that represents his interest in the
Plan that is credited pursuant to Section 4.1(b).

2.9      Compensation means a
Participants Salary and a Participants Annual Bonus and any Designated Bonus
awarded to the Participant, regardless of whether such amounts are deferred
under this Plan or any other plan of the Company.  Compensation may exclude a Designated Bonus, if so provided in
writing at the time such a bonus is granted. 
For purposes of this Plan, Compensation shall be determined without
regard to the limits of Section 401(a)(17) of the Code.  Compensation shall not include fringe
benefit compensation, income received upon the exercise of stock options
granted by the Company, or any compensation made in the form of Company stock.

2.10     Deferral Account means that
portion of each Particip­ants Account that represents his interest in the Plan
that is credited pursuant to Section 4.1(a).

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2.11     Deferral Election means a
Participants election to defer a portion of his Salary, Annual Bonus, and/or
Designated Bonus, which election must be made in a manner authorized by the
Committee and within an applicable Enroll­ment Period. The Committee shall
require separate Deferral Elections for a Participants Annual Bonus and any
Designated Bonuses.  Any bonuses paid
that are not Designated Bonuses shall be subject to a Participants Salary
Deferral Election.

2.12     Designated Bonus means any
bonus, other than an Annual Bonus, designated in writing by the Committee or
the Company as a Designated Bonus for purposes of this Plan prior to the
payment of such bonus by the Company.

2.13     Employee means any common-law
employee of the Employer.

2.14     Eligible Employee means any
Employee who satisfies the criteria for participation in the Plan, as estab­lished
from time to time by the Committee.  An
Employees status as an Eligible Employee will be reviewed by the Committee
prior to each Enrollment Period, and an Employee who no longer satisfies the
criteria for participation shall not be permitted to make a Deferral Election
under this Plan during the next Plan Year.

2.15     Employer means the Company.

2.16     Enrollment Period means the
following:

| | (a) | For the 2000
  Plan Year only and with respect to payroll periods after July 1, 2000, the
  thirty (30) day period ending on July 1, 2000;                                                                                                                      
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| |     |                                                                                                                                                                                                                                                                 
| | (b) | For  Plan Years beginning after December 31,
  2000 and with respect to payroll periods beginning on or after January 1, the
  preceding month of December;                                                                                                     
| |     |                                                                                                                                                                                                                                                                 
| | (c) | For Plan
  Years beginning before January 1, 2003, the thirty (30) day period following
  the date a newly Eligible Employee becomes an Eligible Employee, with respect
  to the payroll periods after the date on the Employee makes a Deferral
  Election; and
| |     |                                                                                                                                                                                                                                                                 
| | (d) | For Plan
  Years beginning after December 31, 2003, the thirty (30) day period following
  an Eligible Employees date of hire, with respect to payroll periods
  beginning after the expiration of such thirty (30) day period.                                

2.17     401(k) Plan means the
HealthTronics Surgical Services, Inc. 401(k) Plan, as it may be amended from
time to time.

2.18     Participant means any Eligible
Employee who makes a Deferral Election pursuant to Section 3.2.  Any Employee who has an interest under the
Plan shall also be consid­ered a Participant, even though such Employee is, for
any particular Plan Year, ineligi­ble to make a Deferral Election.

2.19     Plan means the HealthTronics
Surgical Services, Inc. Nonqualified Deferred Compensation Plan, as it may be
amended from time to time.

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2.20     Plan Year means the twelve
(12) month period beginning January 1st and ending on December 31st.

2.21     Salary means the amount of
remuneration that the Company has agreed to pay to the Participant on a regular
and recurring basis for services rendered. 
Salary shall also include any bonuses that are neither an Annual Bonus
nor a Designated Bonus, unless paid in the form of Company stock.

2.22     Year of Service means a Plan
Year in which an Employee has at least 1,000 hours of service and was employed
on the last day of the Plan Year, including periods prior to the effective date
of the Plan.  Hours of service shall be
credited in the same manner as  under
the 401(k) Plan.

ARTICLE III
ELIGIBILITY

3.1     Conditions on Eligibility.  An Eligible Employee shall become a
Participant in the Plan as of the date he makes an effective Deferral Election
or, if earlier, as of the date he is credited with an interest under the Plan.

3.2     Deferral Election.  Each Participant may elect to defer any
whole percentage of his Salary, Annual Bonus, and any Designated Bonus.  The Committee may provide for separate
elections with respect to identifiable portions of a Participants Salary,
Annual Bonus or Designated Bonus, for example, amounts of Compensation above
and below the limits provided by Section 401(a)(17) of the Code.  A Participa­nts Deferral Election under
this Plan shall be effective with respect to his Salary, Annual Bonus, and any
Designated Bonus without regard to whether such amounts are subject to a
deferral election under the 401(k) Plan.

3.3     Time of Election.  A Participants Deferral Election with
respect to his Salary shall be effective only if made during the applicable
Enrollment Period.  Further, a
Participants Deferral Election with respect to his Annual Bonus and any
Designated Bonus shall be effective only if made prior to each Plan Year for
which the Annual Bonus or Designated Bonus is payable.

3.4     Change of Election.

| | (a) | A
  Participants most recent Deferral Election with respect to his Salary shall
  remain in effect for all Plan Years subsequent to the Plan Year for which
  such Deferral Election was made until the Participant makes a new Deferral
  Election.  A Participants Deferral
  Election with respect to his Annual Bonus and any Designated Bonuses shall,
  however, only be effective for the one Plan Year for which such Deferral
  Elections were made.
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | A
  Participant may increase or decrease the percentage of his Salary, Annual
  Bonus and/or Designated Bonus subject to his Deferral Election for a Plan
  Year during the                                                                                                                                                                                                                                                                                    

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| |     | Enrollment Period for a subsequent Plan Year­, provided,
  however, such increase or decrease is made with respect to Compensation not
  yet due and payable to the Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | A Partici­pant
  may, during a Plan Year, discontin­ue his Deferral Election with respect to
  his Salary (but not his Annual Bonus or any Designated Bonuses) by providing
  notice to the Committee prior to the commence­ment of the next payroll
  period.  In such event, Salary earned
  subsequent to such notice of discontinu­ance will be paid directly to the
  Participant and will not be subject to his prior Deferral Election.  A Participant who elects to discontinue
  his Deferral Election prior to or during a Plan Year may not recommence
  deferral under the Plan during that same Plan Year, but may again make a
  Deferral Election during the Enrollment Period for a subsequent Plan Year.

3.5     Election Made By Company.  With respect to any Designated Bonus issued
by the Company, the Company may provide that all or any portion of such
Designated Bonus shall be deferred into this Plan, notwithstanding any Deferral
Election for Designated Bonuses made in accordance with Section 3.2.  Such Company Election shall be made at the
time it determines that such bonus shall be issued and the election shall be
uniform in amount or percentage to all Participants receiving such Designated
Bonus.

ARTICLE IV
ACCRUAL OF BENEFITS

4.1     Contributions to Participants
Accounts.

| | (a) | Deferral
  Account.  A
  Participants Deferral Account under the Plan shall consist of at least the
  following three subaccounts:  (i) the
  Salary Deferral Account, (ii) the Annual Bonus Deferral Account, and (iii)
  the Designated Bonus Deferral Account. 
  Each Participants Salary Deferral Account, Annual Bonus Deferral
  Account, and Designated Bonus Deferral Account shall be credited with an
  amount equal to the Salary, Annual Bonus, and any Designated Bonus,
  respectively, deferred by the Participant as soon as practicable after such
  amount would otherwise be payable to the Participant.
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | Company
  Matching Account. 
  The Company Matching Account of each Participant shall be credited
  with an amount equal to 50% of each such Participants Compensation deferred
  pursuant to his Deferral Election under this Plan; provided, however, that
  amounts deferred in excess of 6% of Compensation shall not be included in the
  calculation of the Company Matching Contribution; and further provided the
  amount so calculated shall be reduced by the amount actually contributed by
  the Company to the Participants matching contribution account under the
  401(k) Plan for the Plan Year.          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | Income.  The Deferral and Company Matching Accounts
  of each Participant shall be deemed to be invested in accordance with the
  elections of the Participant among investment options made available from
  time to time by the Committee.  The
  earnings rates of such funds shall be credited to the Participants Deferral
  Account                                                                                                                                                                                                                                                                                    

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| |  | and Company
  Matching Account, as appropriate, beginning from the time the contribution is
  credited to the Participants Account.
| |  | ------------------------------------------------------------------------------------------------------------------------------------

4.2     Timing of Contributions.  Amounts shall be credited to the
Participants Deferral Account within a reasonable time, not to exceed two
weeks, after the time the Compensation would otherwise be paid to the
Employee.  Amounts shall be credited to
the Participants Company Matching Account for a Plan Year within a reasonable
time, not to exceed three weeks, following completion of the annual testing
under the 401(k) Plan for the same Plan Year.

4.3     Taxation of Contributions.  Income taxes shall not be withheld on
amounts deferred or credited under this Plan. 
FICA and FUTA taxes shall be applied to such amounts at the time of
deferral or credit, in accordance with Section 3121(v) of the Code and
regulations promulgated thereunder. 
Unless the Participant makes other arrangements, the employee portion of
such FICA and FUTA taxes will be withheld from other wages due to the
Participant at the same time.  If other
pay is insufficient to satisfy such taxes due, the Participants Deferral
Election shall be reduced until there is a sufficient amount of taxable wages
from which to satisfy such tax obligation. 
Notwithstanding the foregoing, taxation of contributions to this Plan
shall be accomplished according to any applicable statutes and regulations.

Amounts that are not vested at the time they are credited to the
Participants Company Matching Account shall be subject to FICA and FUTA
taxation at the time they become vested. 
The amounts subject to FICA and FUTA taxation shall be the amounts
becoming vested, plus income credited to that amount since the date it was
credited to the Account.  If the income
cannot be determined at the date of vesting, withholding of FICA and FUTA taxes
shall be delayed until such amount is known, but in no event longer than three
months from the date of vesting.  If
withholding is so delayed, the total amount taxable shall be increased by the
AFR to the date of withholding.

4.4     ­Vesting of Accounts.  A Participants interest in the value of his
Deferral Account shall at all times be 100% nonforfeitable.  A Participants interest in the value of his
Company Matching Account shall become nonforfeitable (i.e., vested) in
accordance with the following schedule:

| | Years of Service |  | Percentage Vested | 
| | ---------------- |  | ----------------- | 
| |                  |  |                   | 
| | Less than 2      |  | 0%                | 
| | 2                |  | 20%               | 
| | 3                |  | 40%               | 
| | 4                |  | 60%               | 
| | 5                |  | 80%               | 
| | 6                |  | 100%              | 
| |                  |  |                   | 

4.5     Company Matching Account
Forfeitures.  If a Participant
terminates prior to becoming 100% vested in his Company Matching Account, any
portion of such account that is not vested shall be forfeited as of the date of
the Participants termination.  Any such
forfeited amounts, and any earnings thereon, shall be used to reduce the
Companys future contribution obligations.

4.6     Death, Disability, or Retirement.  Notwithstanding the foregoing Sections 4.2
and 4.3, a Participants interest in the value of his Company Matching Account
shall become 100%

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vested upon his death, his Disability as defined in the 401(k) Plan, or
his attainment of Normal Retirement Age as defined in the 401(k) Plan.

4.7     Change-in-Control.  In the event of a Change-in-Control of the
Company, all Participants shall become 100% vested in their Company Matching
Accounts upon the date of such Change-in-Control.  Participants vested because of the Change-in-Control shall be
100% vested in any and all Matching Contributions made to the Plan after such
Change-in-Control, regardless of their Years of Service.  Participants enrolled in the Plan after a
Change-in-Control will be vested in their Company Matching Accounts according
to their Years of Service as provided in Section 4.2.

ARTICLE V
DISTRIBUTIONS

5.1     Commencement of Distribution.  At commencement of participa­tion in the
Plan, a Participant may elect whether distribution of his Account (which
election may, in the discretion of the Committee, be made separately by
subaccount or other identifiable portions of the Participants Account) shall
begin (i) at a specified date, or (ii) as of a specified age; provided,
however, if the Participant terminates employment prior to reaching that
specified date or specified age, or if the Participant fails to make an
election regarding the commencement of distribution of his Account, payment
shall commence on the April 1 following termination of employment, if
earlier.  Unless otherwise elected
pursuant to rules established by the Committee, distribution of the vested
portion of a Participants Matching Account shall commence according to the
election made with respect to the Deferral subaccount containing his
Compensation.

A Participant may change, at any time, his election regarding the
commencement of the distribution of any Account; however, any subsequent
election will not become effective for at least two years after the date of
such subsequent election.

5.2     Manner of Distribution.  At commencement of participation in the
Plan, a Participant shall elect whether to receive distributions of his Account
(which election may, in the discretion of the Committee, be made separately by
subaccount or other identifiable portions of the Participants Account) as (i)
a single-sum payment, or (ii) in the event the total balance of the
Participants Account reaches $50,000, in a series of substantially equal
quarterly, semiannual, or annual installments over a stated period of time, not
to exceed three (3) years, or (iii) in the event the total balance of the
Participants Account reaches $250,000, in a series of substantially equal
quarterly, semiannual, or annual installments over a stated period of time, not
to exceed five (5) years.  Unless
otherwise elected pursuant to rules established by the Committee, distribution
of the vested portion of a Participants Matching Account shall be made in the
same manner as elected with respect to the Deferral subaccount containing his
Compensation.

A Participant may change, at any time, his election regarding the
manner of the distribution of any Account; however, any subsequent election
will not become effective for at least two years after the date of such
subsequent election.   In the event a
Participant fails to make an election with respect to the manner of
distribution of an Account, payment will be made as a single-sum payment.

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5.3     Form of Payment of Account.  Distributions from the Plan shall be made in
cash.  Notwithstanding the foregoing, in
the event of a single-sum payment from the Participants Account, amounts
allocated to a Participants account as stock of the Company shall be
distributed as stock of the Company, except that the Committee may authorize
the distribution of sufficient cash in lieu of stock of the Company to cover
any tax withholding obligations on the distribution.

5.4     Distributions on Account of Death.  In the event of the death of a Participant
prior to distribution of the total balance of his Account, distribution of the
balance of such Account shall be made to the Participants Beneficiary, as
determined in accordance with Section 2.3, in a single-sum payment as soon as
practicable following the death of such Participant.

5.5     Distributions on Account of
Financial Hardship.  In the
event a Participant has a financial hardship (as determined by the Committee),
the Committee, in its sole discretion, may distribute all or any portion of the
Participants Deferral Account and/or all or any vested portion of the Company
Matching Account.  Financial hardships
shall be limited to unforeseeable emergencies beyond the Participants control
which result in a severe financial hardship. 
Amounts shall be limited to those needed to satisfy the hardship need.

ARTICLE VI
ADMINISTRATION

6.1     Plan Administration.  The Plan shall be administered by the
Nonqualified Deferred Compensation Plan Committee, which shall consist of at
least three members appointed by the Company.

6.2     Committee Action.  Action of the Committee may be taken with or
without a meeting of its members; provided, however, that any action shall be
taken only upon the vote or other affirmative expression of a majority of
Committee members qualified to vote with respect to such action.  If a member of the Committee is a
Participant in the Plan, he shall not participate in any decision which solely
affects his own Account under the Plan.

6.3     Rights and Duties.  The Committee shall administer the Plan and
shall have all powers necessary to accomplish that purpose, including, but not
limited to, the following:

| | (a) | to construe,
  interpret, and administer the Plan with its decisions to be final and binding
  on all parties;                                                                                
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| |     |                                                                                                                                                                                               
| | (b) | to make
  allocations and determinations required by the Plan, and to maintain all
  necessary records of the Plan, including Particip­ants Accounts;                                        
| |     |                                                                                                                                                                                               
| | (c) | to compute
  and certify to the Company the amount of benefits payable to Participants or
  their Beneficiaries, and to determine the time and manner in which such
  benefits are to be paid.

6.4     Compensation, Indemnity, and
Liability.  The Committee shall
serve as such without bond and without Compensation for services
hereunder.  All expenses of the Plan and
the Committee shall be paid by the Company. 
No member of the Committee shall be liable for any act or omission of
any other member, nor any act or omission on his own part, except his own
willful

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misconduct.  The Company shall indemnify and hold
harmless each member of the Committee against any and all expenses and liabili­ties,
including reasonable legal fees and expenses arising out of his membership on
the Administrative Committee, except for expenses or liabilities arising out of
his own willful misconduct.

6.5     Taxes.  If all or any portion of a Participants
Account shall become liable for the payment of any estate, inheritance, or
other tax which the Company shall be required to pay or withhold, the Company
shall have the full power and authority to withhold and pay such tax out of any
monies or other property credited to the Account of such Participant.

ARTICLE VII
CLAIMS PROCEDURE

7.1     Claims for Benefits.  Unless automatically paid out under the
terms of the Plan, the Participant or Beneficia­ry may be required to submit a
claim for benefits to the Committee on such form or forms as the Committee
shall require.  If the claim for
benefits is denied, the Committee shall notify the Participant or Beneficiary
in writing within ninety (90) days after receipt of the claim.  However, if special circum­stances require
an extension of time for processing the claim, the Committee shall provide
notice of the extension to the Participant or Beneficiary prior to the
termination of the initial ninety (90) day period, and such extension shall not
exceed one additional, consecutive ninety (90) day period.  Any notice of a denial of benefit shall
inform the Participant or Beneficiary of the basis for the denial, any
additional material or informa­tion necessary to perfect such claim, and the
steps which must be taken to have such claim reviewed.  Any denial of benefits shall comply with DOL
Regulation Section 2560.503-1.

7.2     Appeals.  Each Participant or Beneficiary whose claim
for benefits has been denied may file a written request for review of his claim
with the Committee.  The request for
review must be filed within sixty (60) days after the Partici­pant or
Beneficiary received the written notice denying his claim.  The final decision of the Committee will be
made within sixty (60) days after receipt of the request for review and shall
be communi­cated in writing, setting forth the basis for the Committees
decision.  If there are special circum­stances
which require an extension of time for completing the review, the Committees
decision shall be rendered not later than one-hundred twenty (120) days after
the receipt of the request for review. 
Appeals of benefit claims shall be processed in accordance with DOL
Regulation Section 2560.503-1.

ARTICLE VIII
AMENDMENT AND TERMINATION

8.1     Amendment.  The Company or Committee shall have the right
to amend the Plan in whole or in part at any time; provided, however, that no
amendment shall reduce the amounts credited to any Participants account as of
the later of the effective date of such amendment or the date such amendment is
adopted by the Company or Committee. 
Any amendment shall be in writing and executed by a duly authorized
officer of the Company or a majority of the members of the Committee.

8.2     Termination of the Plan.  The Company reserves the right to
discontinue and terminate the Plan at any time, in whole or in part, for any
reason.  In the event of termination of
the

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Plan, the amounts credited to any Participants Account shall become
fully vested, and such amounts, as of the effective date of such termination, shall
not be reduced and shall be distributed at a time and in the manner deter­mined
by the Committee.

ARTICLE IX
MISCELLANEOUS

9.1     Limitation on Participants Rights.  Participation in this Plan shall not give
any Participant the right to be retained in the Companys employ or any rights
or interest in this Plan or any assets of the Company other than as herein
provided.  The Company reserves the
right to terminate the employment of any Participant without any liability for
any claim against the Company under this Plan, except to the extent provided
herein.

9.2     Benefits Unfunded.  The benefits provided by this Plan shall be
unfunded.  All amounts payable under the
Plan to Participants shall be paid from the general assets of the Company, and
nothing contained herein shall require the Company to set aside or hold in
trust any amounts or assets for the purpose of paying benefits.  Participants shall have the status of
general unsecured creditors of the Company with respect to amounts of
Compensation they defer under the Plan or any other obligation of the Company
to pay benefits pursuant hereto.  Any
funds of the Company available to pay benefits under the Plan shall be subject
to the claims of general creditors of the Company and may be used for any
purpose by the Company.

Notwithstanding the preceding paragraph, the Company may at any time
transfer assets to a trust for purposes of paying all or any part of its
obligations under this Plan.  However,
to the extent provided in the trust agreement only, such transferred amounts
shall remain subject to the claims of general creditors of the Company.  To the extent that assets are held in a
trust when a Participants benefits under the Plan become payable, the
Committee shall direct the trustee to pay such benefits to the Participant from
the assets of the trust.

9.3     Other Plans.  This Plan shall not affect the right of any
Eligible Employee or Participant to participate in and receive benefits under
any employee benefit plans which are now or hereafter maintained by the
Company, unless the terms of such other employee benefit plan or plans
specifically provide otherwise.

9.4     Governing Law.  This Plan shall be construed, administered,
and governed in all respects in accordance with applicable federal law and, to
the extent not preempted by federal law, in accordance with the laws of the
State of Georgia.  If any provisions of
this instrument shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall continue to be
fully effective.

9.5     Gender, Number, and Headings.  In this Plan, whenever the context so
indicates, the singular or plural number and the masculine, feminine, or neuter
gender shall be deemed to include the other. 
Headings and subheadings in this Plan are inserted for convenience of
reference only and are not considered in the construction of the provisions
hereof.

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9.6     Successors and Assigns;
Nonalienation of Benefits.  This
Plan shall inure to the benefit of and be binding upon the parties hereto and
their successors and assigns; provided, however, that the amounts credited to
the Account of a Participant shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind, either voluntary or
involuntary, and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any right to any benefits
payable hereunder shall be void, including, without limitation, any assignment
or alienation in connection with a separation, divorce, child support or
similar arrangement.

IN WITNESS
WHEREOF, the Company has caused this amendment and restatement of the Plan to
be executed this 12th day of December, 2003.

|         |                  | HealthTronics Surgical Services, Inc.
|-------- | ---------------- | -------------------------------------
|         |                  |                                      
|         |                  |                                      
|WITNESS: | /s/ Leslie Berry |                                      
|         |                  |                                      
|         |                  |                                      
|         |                  | Title:                               
|         |                  |                                      

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