Exhibit 10.29

# EXECUTIVE EMPLOYMENT
AGREEMENT

This
Executive Employment Agreement (this Agreement) is by
and between HealthTronics, Inc., a Georgia corporation (Employer),
and Scott A. Herz, an individual (Executive), and shall
be effective as of November __, 2009 (the Effective Date).

Preliminary
Statements

Executive
desires to be employed by Employer upon the terms and conditions stated herein, and
Employer desires to employ Executive provided that, in so doing, it can protect its
confidential information, business, accounts, patronage and goodwill.

Employer
and Executive have specifically determined that the terms of this Agreement are fair and
reasonable.

Statement of
Agreement

NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein, and
for other good, valuable and binding consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:

ARTICLE ITerm; Termination;
Prior Agreements

Section
1.1       Term.  Employer  hereby hires  Executive and  Executive  accepts such
 employment  for an initial term of two years commencing on the Effective Date.

Section
1.2 Termination Upon Expiration. The term of this Agreement shall automatically
renew for successive one year periods immediately following the expiration of the initial
two year term and each successive one-year term thereafter. Either Executive or Employer
may provide the other party with written notice of non-renewal not less than 90 days prior
to the expiration of the then current term, and, as long as neither Executive nor Employer
terminates or gives notice of termination of this Agreement pursuant to the other terms
and provisions contained herein, then this Agreement shall terminate automatically upon
the expiration of the term during which notice of non-renewal is properly given pursuant
to this Section. Neither the provision of written notice of non-renewal, nor the
termination upon expiration of this Agreement following delivery of written notice of
non-renewal, shall itself be deemed a termination of this Agreement by any party pursuant
to any other Section of this Agreement.

Section
1.3 Termination Upon Death or Permanent Disability. This Agreement shall be
automatically terminated on the death of Executive or on the permanent disability of
Executive if Executive is no longer able to perform in all material respects the usual and
customary duties of Executives employment hereunder. For purposes hereof, any
condition which in reasonable likelihood is expected to impair Executives ability to
materially perform Executives duties hereunder for a period of three months or more
shall be considered to be permanent.





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Section
1.4 Termination for Cause. If this Agreement has not been previously terminated,
and no party has previously given notice of termination pursuant to
Section 1.5, Section 1.6 or Section 1.7, then Employer
may terminate this Agreement for cause if:

| | (a)                 In
connection with the business of Employer, Executive is convicted of an           offense
constituting a felony or involving moral turpitude; or
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| | (b)                 in
a material and substantial way, (i) Executive (A) violates any
          written policy of Employer, (B) violates any provision of this Agreement,
          (C) fails to follow reasonable written instructions or directions from the
          Board of Directors of Employer (the Board), or
          any other person authorized by the Board (including but not limited to the
Chief           Executive Officer of Employer) to instruct or supervise Executive (for
purposes           of this Agreement, any such authorized person is referred to as an
          Authorized Board Designee), or (D) fails
          to use good-faith efforts to perform the services required pursuant to this
          Agreement; and (ii) Executive fails to materially cure such violation or
          failure within fifteen days after receiving written notice from the Board
          clearly specifying the act or circumstances that gave rise to such violation or
          failure.
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A
notice of termination pursuant to this Section shall be in writing and shall state the
alleged reason for termination. Executive, within not less than fifteen nor more than
thirty days after such notice, shall be given the opportunity to appear before the Board,
or a committee thereof, to rebut or dispute the alleged reason for termination. If the
Board or committee determines, by a majority of the disinterested directors, after having
given Executive the opportunity to rebut or dispute the allegations, that such reason is
indeed valid, Employer may immediately terminate Executives employment under this
Agreement for cause. Immediately upon giving the notice contemplated by this paragraph,
Employer may elect, during the pendency of such inquiry, to relieve Executive of Executives
regular duties.

Section
1.5       Termination for Good Reason or upon Change of Control.

| | (a)                 Executive
is entitled to terminate this Agreement and his employment for           good
reason upon any of the following           occurrences:
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| | (i)                 Executive
may terminate this Agreement and employment if Executives base           salary, as
provided hereunder, is materially diminished;
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| | (ii)                 Executive
may terminate this Agreement and employment if Employer requires that           Executive
move to any location further than 30 miles from 9825 Spectrum Drive,           Austin,
Texas 78717;
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| | (iii)                 Executive
may terminate this Agreement and employment if the Board or any           Authorized
Board Designee materially and unreasonably interferes with           Executives
ability to fulfill Executives job duties; or
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| | (iv)                 Executive
may terminate this Agreement and employment if Executive is reassigned           to a
position with materially diminished responsibilities, or Executives           job
responsibilities are otherwise materially narrowed or diminished.
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Notwithstanding
any provision in this Agreement to the contrary, no termination of this Agreement and
employment will be considered a termination for Good Reason unless: (1) Executive
provides Employer with thirty days prior written notice of such termination, and such
notice is provided within ninety days of the initial occurrence of the event constituting
Good Reason, (2) such termination is conditioned upon Employer failing to cure the
event constituting Good Reason within the thirty-day notice period, and (3) Employer
fails to cure such event constituting Good Reason within such thirty-day period.

| | (b)                 Within
two months following any Change of Control as defined in Section 1.11,
Executive may terminate his employment through           termination of this Agreement,
for any or no reason with thirty days prior           written notice; provided that
notice of termination (1) cannot be given           prior to the consummation of the
Change of Control and (2) must be given           within thirty days following the
consummation of the Change of Control.
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| | (c)                 Without
limiting the provisions of Section 1.8 hereof, Executive           agrees
that Employer can relieve Executive of Executives duties hereunder           prior
to the end of the applicable notice period provided for in this Section,           and in
such event, Executive shall not thereafter be entitled to any of the           benefits
or salary described in Article III hereof. Furthermore, if           the term
of this Agreement expires upon notice of non-renewal given pursuant to Section 1.2 prior
to the end of any notice period otherwise required           under this Section, then the
applicable notice period required under this           Section does not apply and notice
may be given at any time prior to such           expiration.
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If
Employer does not relieve Executive of Executives duties during any applicable
notice period under this Section, and the applicable notice period extends beyond the
expiration of the term of this Agreement pursuant to Section 1.2, then the
terms and provisions of this Agreement shall govern Executives employment by
Employer until the end of such notice period, and the term of this Agreement shall be
deemed automatically extended until the end of such notice period.

Section
1.6 Termination of Agreement by Employer Without Cause. Employer has the right to
terminate this Agreement and Executives employment, other than for
cause, on 30 days prior written notice. Any termination of this Agreement and
Executives employment by Employer other than pursuant to the express terms of
Section 1.2, Section 1.3 or Section 1.4 shall be
deemed a termination pursuant to this Section, irrespective of whether the notice required
under this Section is properly given.

Section
1.7 Termination of Agreement by Executive Without Good Reason. Executive may
terminate Executives employment, other than for good reason, upon 30
days prior written notice stating that this Agreement is terminated other than for
good reason. Executive agrees that Employer can relieve Executive of
Executives duties hereunder prior to the end of such 30 day notice period, and in
such event, Executive shall not thereafter be entitled to any of the benefits or salary
described in Article III hereof.

Section
1.8 Executives Rights Upon Termination. Upon termination of this Agreement,
Executive shall be entitled to the following:

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| | (a)                 If
this Agreement is terminated pursuant to Section 1.2, Section 1.3,
Section 1.4, or Section 1.7,           then Employer shall pay
Executive or Executives representative, as the           case may be, Executives
then-current base salary (excluding any bonuses           and non-cash benefits) through
the effective date of such termination (which, in           the case of Section 1.7,
shall follow any portion of the applicable           notice period during which Executive
has not been relieved of Executives           duties hereunder), and Employer shall
have no further obligations hereunder.
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| | (b)                 If
Employer terminates this Agreement without cause pursuant to Section 1.6 or
otherwise, or Executive terminates this Agreement           pursuant to Section 1.5,
then, in addition to receiving           Executives then current base salary
through the effective date of such           termination, Executive (i) shall
receive within 15 days of the effective           date of termination a lump-sum payment
equal to (A) 100% of           Executives then-current annualized base salary,
and (B) cash bonuses,           if any, paid by Employer to Executive during the
twelve months preceding such           termination, and (ii) shall be released from
the provisions of Section 4.2, notwithstanding that the provisions of such
Section           would otherwise survive termination of this Agreement pursuant to Section 1.9.
Executive and Employer agree that the effective date of           any termination
pursuant to Section 1.5 shall be the earlier of the           end of the
applicable notice period, if any, or the date on which Employer           relieves
Executive of Executives duties hereunder. Executive and Employer           agree
that the effective date of any termination pursuant to Section 1.6hereof
shall be only upon the expiration of the 30 day notice period           described in Section 1.6,
regardless of whether Employer earlier           relieves Executive of Executives
duties hereunder. As a condition to           receiving the severance payments provided
in this Section 1.8(b),           Executive must execute a full release and
waiver of all claims against Employer           in a form reasonably acceptable to
Employer (excluding claims for amounts           required under this Agreement to be paid
upon severance and existing           indemnification obligations to Executive).
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Section
1.9 Survival. Any termination of this Agreement and Executives employment as
a result thereof shall not release either Employer or Executive from their respective
obligations to the date of termination nor from the provisions of this Agreement which, by
necessary or reasonable implication, are intended to apply after termination of this
Agreement, including, without limitation, the provisions of Article IV.
Furthermore, neither the termination of this Agreement nor the termination of
Executives employment under this Agreement shall affect, limit or modify in any
manner the existence or enforceability of any other written agreement between Executive
and Employer, even if such other agreements provide employment related benefits to
Executive.

Section
1.10 Termination of Existing Agreements. Any previous employment agreement between
Executive on the one hand and Employer or any of Employers Affiliates (as
hereinafter defined) on the other hand is hereby terminated.

Section
1.11 Change of Control. As used in this Agreement, Change
of Control shall mean the occurrence of any of the following:

| | (a)                 Any
person, entity or group within the meaning of § 13(d)           or
14(d) of the Securities Exchange Act of 1934 (as amended, the           Exchange
Act) becomes the beneficial owner           (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of           more than 50% of the
combined voting power of the then outstanding voting           securities entitled to
vote generally in the election of the Board, but only if           such event results in
a change in Board composition such that the directors           immediately preceding
such event do not comprise a majority of the Board           following such event;
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| | (b)                 a
merger, reorganization or consolidation whereby Employers equity holders
          existing immediately prior to such merger, reorganization or consolidation do
          not, immediately after consummation of such reorganization, merger or
          consolidation, own more than 50% of the combined voting power of the surviving
          entitys then outstanding voting securities entitled to vote generally in
          the election of directors, but only if such event results in a change in Board
          composition such that the directors immediately preceding such event do not
          comprise a majority of the board of directors of such surviving entity
following           such event;
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| | (c)                 the
sale of all or substantially all of Employers assets to an entity in
          which Employer, any subsidiary of Employer, or Employers equity holders
          existing immediately prior to such sale beneficially own less than 50% of the
          combined voting power of such acquiring entitys then outstanding voting
          securities entitled to vote generally in the election of directors, but only if
          such event results in a change in Board composition such that the directors
          immediately preceding such event do not comprise a majority of the board of
          directors of such acquiring entity following such event; or
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| | (d)                 any
change in the identity of directors constituting a majority of the Board           within
a twenty-four month period unless the change was approved by a majority           of the
Incumbent Directors, where Incumbent Director means a member           of the
Board at the beginning of the period in question, including any director           who
was not a member of the Board at the beginning of such period but was           elected
or nominated to the Board by, or on the recommendation of or with the           approval
of, at least two-thirds of the directors who then qualified as           Incumbent
Directors.
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Section
1.12 Excise Tax Limitation.

| | (a)                 Notwithstanding
anything contained in this Agreement to the contrary, to the           extent that the
payments and benefits provided under this Agreement and benefits           provided to,
or for the benefit of, Executive under any other Employer plan or           agreement
(such payments or benefits are collectively referred to as the           Payments)
would be subject to the excise tax           (the Excise Tax)
imposed under           Section 4999 of the Internal Revenue Code of 1986, as
amended (the           Code), the Payments shall be
reduced (but not           below zero) if and to the extent necessary so that no Payment
to be made or           benefit to be provided to Executive shall be subject to the
Excise Tax (such           reduced amount is hereinafter referred to as the Limited
Payment           Amount). Unless Executive shall have given prior
written           notice specifying a different order to Employer to effectuate the
foregoing,           Employer shall reduce or eliminate the Payments, by first reducing
or           eliminating the portion of the Payments which are not payable in cash and
then           by reducing or eliminating cash payments, in each case in reverse order
          beginning with payments or benefits which are to be paid the farthest in time
          from the Determination (as hereinafter defined). Any notice given by Executive
          pursuant to the preceding sentence shall take precedence over the provisions of
          any other plan, arrangement or agreement governing Executives rights and
          entitlements to any benefits or compensation.
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| | (b)                 The
determination of whether the Payments shall be reduced to the Limited           Payment
Amount pursuant to this Agreement and the amount of such Limited Payment           Amount
shall be made, at Employers expense, by a reputable accounting firm
          selected by Executive and reasonably acceptable to Employer (the
          Accounting Firm). The Accounting Firm shall
          provide its determination (the Determination),
          together with detailed supporting calculations and documentation to Employer
and           Executive within ten (10) days of the date of termination, if applicable,
or           such other time as specified by mutual agreement of Employer and Executive,
and           if the Accounting Firm determines that no Excise Tax is payable by
Executive           with respect to the Payments, it shall furnish Executive with an
opinion           reasonably acceptable to Executive that no Excise Tax will be imposed
with           respect to any such Payments. The Determination shall be binding, final
and           conclusive upon Employer and Executive.
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Section
1.13      409A.

| | (a)                 The
parties intend that this Agreement will be administered in accordance with
          Section 409A of the Code           (Section 409A).
To the extent that any           provision of this Agreement is ambiguous as to its
compliance with           Section 409A, the provision shall be read in such a manner
so that all           payments hereunder comply with Section 409A. The parties agree
that this           Agreement may be amended, as reasonably requested by either party,
and as may be           necessary to fully comply with Section 409A and all related
rules and           regulations in order to preserve the payments and benefits provided
hereunder           without additional cost to either party.
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| | (b)                 Notwithstanding
any provision in the Agreement to the contrary, if at the time           of Executives
separation from service within the meaning of           Section 409A
Executive is a specified employee within the           meaning of Section 409A(a)(2)(B)(i)
of the Code, then if Employer and           Executive mutually determine that any payment
or benefit that Executive becomes           entitled to under this Agreement on account
of the Executives separation           from service would be considered deferred
compensation subject to the 20 percent           additional tax imposed pursuant to
Section 409A(a) of the Code as a result           of the application of Section 409A(a)(2)(B)(i)
of the Code, such payment           shall not be payable and such benefit shall not be
provided until the date that           is the earlier of (A) six months and one day
after Executives           separation from service, or (B) Executives
death. The determination           of whether and when a separation from service has
occurred shall be made in           accordance with the presumptions set forth in
Treasury Regulation           Section 1.409A-1(h).
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ARTICLE IIDuties of Executive

Subject
to the approvals by and the ultimate supervision of the Board and each Authorized Board
Designee, Executive during the term hereof shall serve as Vice President  Corporate
Development. Subject to the control of the Board and any Authorized Board Designee,
Executive shall have the responsibilities commensurate with Executives title and as
otherwise provided in Employers bylaws and other governing documents.

During
the period of employment hereunder, Executive shall devote all of Executives
working time, attention, energies and best efforts to the business of Employer for the
profit, benefit and advantage of Employer, and shall perform such other services as shall
be designated, from time to time, by the Board or any Authorized Board Designee. The
foregoing shall not be construed as preventing Executive from making personal investments
in such form or manner as will require Executives services in the operation or
affairs of the companies or enterprises in which such investments are made; provided that
it does not interfere with Executives duties hereunder. Further, the Executive may
not during the period of employment hereunder invest Executives personal assets in
business ventures that compete with Employer or Employers Affiliates. Executive
shall use Executives best efforts to promote the interests of Employer and Employers
Affiliates, and to preserve their goodwill with respect to their employees, customers,
suppliers and other persons having business relations with Employer. Executive agrees to
accept and hold all such offices and/or directorships with Employer and Employers
Affiliates as to which Executive may, from time to time, be elected. For purposes of this
Agreement, Employers subsidiaries, parent companies and other affiliates are
collectively referred to as Affiliates.

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ARTICLE IIISalary; Expense
Reimbursements

Section
3.1 Salary. As compensation for Executives service under and during the term
of this Agreement (or until terminated pursuant to the provisions hereof) Employer shall
pay Executive a salary of (a) from the date hereof until December 31, 2009,
$16,250.00 per calendar month (prorated for partial months) and (b) from
January 1, 2010 and thereafter, $17,916.67 per calendar month (prorated for partial
months), payable in accordance with the regular payroll practices of Employer, as in
effect from time to time, which such salary may be increased from time to time by the
Board or the Compensation Committee of the Board in its sole discretion. Such salary shall
be subject to withholding for the prescribed federal income tax, social security and other
items as required by law and for other items consistent with Employers policy with
respect to health insurance and other benefit plans for similarly situated employees of
Employer in which Executive may elect to participate.

Section
3.2 Other Benefits. During the term of this Agreement, Executive also shall be
entitled to the same amount of paid vacation per year as was available to Executive and
other senior management executives of Employer under the policy of Employer in effect on
the Effective Date. Executive will not be paid for unused vacation, and unused vacation
cannot be carried forward to subsequent years. Without limiting the foregoing, Executive
shall also receive such paid sick leave, insurance and other fringe benefits as are
generally made available to other personnel of Employer in comparable positions, with
comparable service credit and with comparable duties and responsibilities. Any benefits in
excess of those granted other salaried employees of Employer shall be subject to the prior
approval of the Board. Notwithstanding the foregoing, Executive shall be eligible for
participation in Employers Equity Incentive Plan (if any), but all equity awards
thereunder shall be subject to the sole discretion of the Board.

Section
3.3 Bonuses. In the discretion of the Board, and without implying any obligation on
Employer ever to award a bonus to Executive, Executive may from time to time be awarded a
cash bonus or bonuses for services rendered to Employer during the term of
Executives employment under this Agreement. If and to the extent a bonus is ever
considered for Executive, it is expected that any such bonus will be based not only on
Executives individual performance and Executives relative position and
responsibilities with Employer, but also on the performance and profitability of the
entire business of Employer.

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Section
3.4 Expenses. Employer shall reimburse all reasonable out-of-pocket travel and
business expenses incurred by Executive in connection with the performance of
Executives duties pursuant to this Agreement. Executive shall provide Employer with
documentation of Executives expenses, in a form acceptable to Employer and which
satisfies applicable federal income tax reporting and record keeping requirements.

Section
3.5 Location of Employment. The parties acknowledge and agree that Executives
employment duties hereunder are performable in Austin, Texas, subject to business travel
commensurate with Executives duties hereunder and as otherwise requested by
Employer.

ARTICLE IVExecutives
Restrictive Covenants

Section
4.1 Confidentiality Agreement. Executive acknowledges that Executive has been and
will be exposed to confidential information and trade secrets (Proprietary
Information) pertaining to, or arising from, the business of Employer
and/or Employers Affiliates, that such Proprietary Information is unique and
valuable and that Employer and/or Employers Affiliates would suffer irreparable
injury if this information were divulged to those in competition with Employer or
Employers Affiliates. Therefore, Executive agrees to keep in strict secrecy and
confidence, both during and after the period of Executives employment, any and all
information which Executive acquires, or to which Executive has access, during
Executives employment by Employer, that has not been publicly disclosed by Employer
or Employers Affiliates, that is not a matter of common knowledge by their
respective competitors or that is not required to be disclosed through legal process. The
Proprietary Information covered by this Agreement shall include, but shall not be limited
to, information relating to any inventions, processes, software, formulae, plans, devices,
compilations of information, technical data, mailing lists, management strategies,
business distribution methods, names of suppliers (of both goods and services) and
customers, names of employees and terms of employment, arrangements entered into with
suppliers and customers, including, but not limited to, proposed expansion plans of
Employer, marketing and other business and pricing strategies, and trade secrets of
Employer and/or Employers Affiliates.

Except
with prior approval of the Board or any Authorized Board Designee, Executive will not,
either during or after Executives employment hereunder: (a) directly or
indirectly disclose any Proprietary Information to any person or entity except authorized
personnel of Employer; nor, (b) use Proprietary Information in any manner other than
in furtherance of the business of Employer. Upon termination of employment, whether
voluntary or involuntary, within forty-eight hours of termination, Executive will deliver
to Employer (without retaining copies thereof) all documents, records or other
memorializations including copies of documents and any notes which Executive has prepared
and any documents in electronic or digital form, that contain Proprietary Information or
relate to Employers or Employers Affiliates business, all other
tangible Proprietary Information in Executives possession or control, and all of
Employers and the Affiliates credit cards, keys, equipment, vehicles,
supplies and other materials that are in possession or under Executives control.

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Section
4.2 Nonsolicitation Agreement. During Executives employment hereunder and for
a period of two years after Executive ceases to be employed by Employer, Executive shall
not, directly or indirectly, for Executives own account or otherwise
(i) solicit business from, divert business from, or attempt to convert to other
methods of using the same or similar products or services as provided by Employer or
Employers Affiliates, any client, account or location of Employer or Employers
Affiliates with which Executive has had any contact as a result of Executives
employment hereunder; or (ii) solicit for employment or employ any employee or former
employee of Employer or Employers Affiliates.

Section
4.3 Noncompetition Agreement. In consideration of the substantial benefits that
Executive is receiving under this Agreement and the Proprietary Information already
provided to and to be provided to Executive, Executive hereby agrees with Employer that
Executive will not:

| | (a)                 During
Executives employment hereunder and for a period of two years after
          Executive ceases to be employed by Employer (the Non-Compete
          Termination Date), directly or indirectly, alone or as a
          partner, joint venturer, officer, director, member, employee, consultant,
agent,           independent contractor, or equity interest holder of, or lender to, any
Person           (as defined below) or business, engage in any Restricted Business (as
defined           below) anywhere in the United States.
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| | (b)                 From
the Effective Date until the Non-Compete Termination Date, directly or
          indirectly (i) induce any individual, partnership, limited liability
          company, corporation, association, joint stock company, trust, entity, joint
          venture, labor organization, unincorporated organization, or governmental body
          (each, a Person) that is a customer of
Employer           or any of its Affiliates to enter into any contract with or otherwise
patronize           any business directly or indirectly in competition with the business
conducted           by Employer or any of its Affiliates; (ii) canvass, solicit, or
accept from           any Person who is a customer of Employer, or any of its Affiliates,
any           business; or (iii) request or advise any Person who is a customer,
vendor,           or lessor of Employer, or any of its Affiliates, to withdraw, curtail,
or cancel           any such customers, vendors, or lessors business
with Employer           or any of its Affiliates.
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| | (c)                 From
the Effective Date until the Non-Compete Termination Date, directly or
          indirectly employ, or knowingly permit any Affiliate of Executive to employ,
any           Person whom Employer or any of its Affiliates employed within the prior six
          months.
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| | (d)                 From
the Effective Date until the Non-Compete Termination Date, directly or
          indirectly (i) solicit for employment or other similar relationship with
          Executive, any of Executives Affiliates or any other Person, any employee
          or then currently active independent contractor of Employer, or any of its
          Affiliates, or any Person who was an employee or then currently active
          independent contractor of Employer, or any of its Affiliates, within the
          six-month period immediately preceding such solicitation of employment, other
          than such Person (A) whose employment or independent contractor
          relationship was terminated by Employer or the applicable Employer Affiliate,
or           (B) who independently responded to a general solicitation for
employment by           Executive or Executives Affiliate; or (ii) induce, or
attempt to           induce, any employee or independent contractor of Employer, or any
of its           Affiliates, to terminate such employees employment or independent
          contractors active contractual relationship with Employer or the
          applicable Employer Affiliate.
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| | (e)                 From
the Effective Date until the Non-Compete Termination Date call on any           Person
that was operating a competitive business at any time during the period           from
the Effective Date to the Non-Compete Termination Date with the knowledge           that
such Person was operating a competitive business, for the purpose of           acquiring,
or arranging the acquisition of, that competitive business by any           Person other
than Employer or any of its Affiliates (or preventing the           acquisition of any
competitive business by Employer or any of its Affiliates).
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| | (f)                 Notwithstanding
the foregoing, the beneficial ownership of less than 5% of any           class of equity
interests of a Person that are actively traded on a national           securities
exchange or over-the-counter market will not be deemed, in and of           itself, to
violate the prohibitions of this Section. Executive agrees and           acknowledges
that the restrictions in this Section are reasonable in scope and           duration and
are necessary to protect Employer and its Affiliates. If any           provision of this
Section, as applied to either party or to any circumstance, is           adjudged by a
judicial authority, arbitrator, or mediator not to be enforceable           in accordance
with its terms, the same will in no way affect any other           circumstance or the
enforceability of the remainder of this Agreement. If any           such provision, or
any part thereof, is held not to be enforceable in accordance           with its terms
because of the duration of such provision, the area covered           thereby, or the
scope of the activities covered, the parties agree that the           judicial authority,
arbitrator, or mediator making such determination will have           the power to reduce
the duration, area, and/or scope of activities of such           provision, and/or to
delete specific words or phrases, and in its reduced form           such provision will
then be enforceable in accordance with its terms and will be           enforced. The
parties agree and acknowledge that the violation of any provision           of this
Section will cause irreparable damage to Employer and its Affiliates and           upon
violation of any provision of this Section, Employer and its Affiliates           will be
entitled to injunctive relief, specific performance, or other equitable           relief
without bond or other security; provided, however, that the foregoing           remedies
will in no way limit any other remedies that Employer or any of its           Affiliates
may have. Employer may, without notifying Executive, notify any           subsequent
employer of Executive of Executives rights and obligations           under this
Section.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As
used in this Agreement, the term Restricted Businessmeans
the business engaged in by Employer as of the date Executive ceases to be employed by
Employer.

Section
4.4 Remedies. Executive understands and acknowledges damages at law alone will be
an insufficient remedy for Employer and Employer will suffer irreparable injury if
Executive violates the terms of this Agreement. Accordingly, Employer, upon application to
a court of competent jurisdiction, shall be entitled to injunctive relief to enforce the
provisions of this Agreement in the event of any breach, or threatened breach, of its
terms. Executive hereby waives any requirement that Employer post bond or other security
prior to obtaining such injunctive relief. Injunctive relief may be sought in addition to
any other available rights or remedies at law. Employer shall additionally be entitled to
reasonable attorneys fees incurred in enforcing the provisions of this Agreement.

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ARTICLE VMiscellaneous

Section
5.1 Assignment. No party to this Agreement may assign this Agreement or any or all
of its rights or obligations hereunder without first obtaining the written consent of all
other parties hereto. Any assignment in violation of the foregoing shall be null and void.
Subject to the preceding sentences of this Section, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns. This Agreement
shall not be deemed to confer upon any person or entity not a party to this Agreement any
rights or remedies hereunder. The provisions of this Section do not preclude the sale,
transfer or assignment of the ownership interests of any entity that is a party to this
Agreement, although such a sale, transfer or assignment may be expressly prohibited or
conditioned pursuant to other provisions of this Agreement.

Section
5.2 Amendments. This Agreement cannot be modified or amended except by a written
agreement executed by all parties hereto.

Section
5.3 Waiver of Provisions; Remedies Cumulative. Any waiver of any term or condition
of this Agreement must be in writing, and signed by all of the parties hereto. The waiver
of any term or condition hereof shall not be construed as either a continuing waiver with
respect to the term or condition waived, or a waiver of any other term or condition
hereof. No party hereto shall by any act (except by written instrument pursuant to this
Section), delay, indulgence, omission or otherwise be deemed to have waived any right,
power, privilege or remedy hereunder or to have acquiesced in any default in or breach of
any of the terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of any party hereto, any right, power, privilege or remedy
hereunder shall operate as a waiver thereof. No single or partial exercise of any right,
power, privilege or remedy hereunder shall preclude any other or further exercise thereof
or the exercise of any other right, power, privilege or remedy. No remedy set forth in
this Agreement or otherwise conferred upon or reserved to any party shall be considered
exclusive of any other remedy available to any party, but the same shall be distinct,
separate and cumulative and may be exercised from time to time as often as occasion may
arise or as may be deemed expedient.

Section
5.4 Further Assurances. At and from time to time after the Effective Date, each
party shall, at the request of another party hereto, but without further consideration,
execute and deliver such other instruments and take such other actions as the requesting
party may reasonably request in order to more effectively evidence or consummate the
transactions or activities contemplated hereunder.

Section
5.5 Entire Agreement. This Agreement and the agreements contemplated hereby or
executed in connection herewith (a) constitute the entire agreement of the parties
hereto regarding the subject matter hereof, and (b) supersede all prior employment
agreements, both written and oral, among the parties hereto, or any of them.

Section
5.6 Severability; Illegality. In the event any state or federal laws or
regulations, now existing or enacted or promulgated after the date hereof, are interpreted
by judicial decision, a regulatory agency or legal counsel in such a manner as to indicate
that any provision hereof may be illegal, invalid or unenforceable, such provision shall
be fully severable and this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement a provision that (a) preserves the underlying
economic and financial arrangements between the parties hereto without substantial
economic detriment to any particular party and (b) is as similar in effect to such
illegal, invalid or unenforceable provision as may be possible and be legal, valid and
enforceable. No party to this Agreement shall claim or assert illegality as a defense to
the enforcement of this Agreement or any provision hereof; instead, any such purported
illegality shall be resolved pursuant to the terms of this Section.

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Section
5.7 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS.

Section
5.8 Language Construction. This Agreement shall be construed, in all cases,
according to its fair meaning, and without regard to the identity of the Person who
drafted the various provisions contained herein. The parties acknowledge that each party
and its counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation hereof. As used in this Agreement,
day or days refers to calendar days unless otherwise expressly
stated in each instance. The captions in this Agreement are for convenience of reference
only and shall not limit or otherwise affect any of the terms or provisions hereof. When
the context requires, the gender of all words used herein shall include the masculine,
feminine and neuter and the number of all words shall include the singular and plural. Use
of the words herein, hereof, hereto,
hereunder and the like in this Agreement shall be construed as references to
this Agreement as a whole and not to any particular Article, Section or provision of this
Agreement, unless otherwise expressly noted.

Section
5.9 Notice. Whenever this Agreement requires or permits any notice, request, or
demand from one party to another, the notice, request, or demand must be in writing to be
effective and shall be deemed to be delivered and received (a) if personally
delivered or if delivered by facsimile or courier service, when actually received by the
party to whom notice is sent or (b) if delivered by mail (whether actually received
or not), at the close of business on the third business day next following the day when
placed in the mail, postage prepaid, certified or registered, addressed to the appropriate
party or parties, at the address of such party set forth below (or at such other address
as such party may designate by written notice to all other parties in accordance
herewith):

12



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|If to Employer:                        
                                       
                                       
                                       
                                       
If to Executive: | HealthTronics, Inc.
 9825 Spectrum Drive, Building 3
 Austin, TX 78717
 Attention: President and Chief Executive Officer
 Facsimile Transmission: (512) 314-4503
 Scott A. Herz
 _________________________________
 _________________________________
 Facsimile Transmission:  ______________
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
5.10 CHOICE OF FORUM; ATTORNEYS FEES. THE PARTIES HERETO AGREE THAT THIS
AGREEMENT IS PERFORMABLE IN WHOLE AND IN PART IN TRAVIS COUNTY, TEXAS, AND SHOULD ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT BE INSTITUTED BY ANY PARTY HERETO
(OTHER THAN A SUIT, ACTION OR PROCEEDING TO ENFORCE OR REALIZE UPON ANY FINAL COURT
JUDGMENT ARISING OUT OF THIS AGREEMENT), SUCH SUIT, ACTION OR PROCEEDING SHALL BE
INSTITUTED ONLY IN A STATE OR FEDERAL COURT IN TRAVIS COUNTY, TEXAS. EACH OF THE PARTIES
HERETO CONSENTS TO THE IN PERSONAM JURISDICTION OF ANY STATE OR FEDERAL COURT IN TRAVIS
COUNTY, TEXAS AND WAIVES ANY OBJECTION TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING. THE PARTIES HERETO RECOGNIZE THAT COURTS OUTSIDE TRAVIS COUNTY, TEXAS MAY ALSO
HAVE JURISDICTION OVER SUITS, ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT, AND IN
THE EVENT THAT ANY PARTY HERETO SHALL INSTITUTE A PROCEEDING INVOLVING THIS AGREEMENT IN A
JURISDICTION OUTSIDE TRAVIS COUNTY, TEXAS, THE PARTY INSTITUTING SUCH PROCEEDING SHALL
INDEMNIFY ANY OTHER PARTY HERETO FOR ANY LOSSES AND EXPENSES THAT MAY RESULT FROM THE
BREACH OF THE FOREGOING COVENANT TO INSTITUTE SUCH PROCEEDING ONLY IN A STATE OR FEDERAL
COURT IN TRAVIS COUNTY, TEXAS, INCLUDING WITHOUT LIMITATION ANY ADDITIONAL EXPENSES
INCURRED AS A RESULT OF LITIGATING IN ANOTHER JURISDICTION, SUCH AS REASONABLE FEES AND
EXPENSES OF LOCAL COUNSEL AND TRAVEL AND LODGING EXPENSES FOR PARTIES, WITNESSES, EXPERTS
AND SUPPORT PERSONNEL. THE PREVAILING PARTY IN ANY ACTION TO ENFORCE OR DEFEND RIGHTS
UNDER THIS AGREEMENT SHALL BE ENTITLED TO RECOVER ITS COSTS AND REASONABLE ATTORNEYS
FEES IN ADDITION TO ANY OTHER RELIEF GRANTED.

Section
5.11 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and the
same instrument.

[Signature page follows]

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# SIGNATURE PAGE TOEXECUTIVE EMPLOYMENT
AGREEMENT

EXECUTED
by Employer and Executive to be effective for all purposes as of the Effective Date
provided above.

| | EMPLOYER:                                        
                                                 
                                                 
                                                 

EXECUTIVE: | HEALTHTRONICS, INC.
By:      /s/ James S.B. Whittenburg
         James S.B. Whittenburg
         President and Chief Executive Officer/s/ Scott A. Herz
Scott A. Herz
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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