Exhibit 10.35

# EXECUTIVE EMPLOYMENT
AGREEMENT

This
Executive Employment Agreement (this Agreement) is by and
between HealthTronics, Inc., a Georgia corporation
(Employer), and Clayton H. Duncan, an individual
(Executive), and shall be effective as of August 22, 2007
(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 I.Term; Termination;
Prior Agreements

Section
1.1.      Term.  Employer  hereby hires  Executive and  Executive  accepts such
 employment  for an initial term of one year 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
one 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
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 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.  Executive  is  entitled to  terminate  this
 Agreement  for "good reason," with thirty days prior written notice, upon any of the
following occurrences:

| | (a)              Within
two months following any Change of Control, Executive may terminate this
          Agreement, for any or no reason, provided that notice of termination cannot be
          given prior to the consummation of the Change of Control;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              Executive
may terminate this Agreement if Executives base salary, as           provided
hereunder, is diminished;
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| | (c)              Executive
may terminate this Agreement if Employer requires that Executive move           to a city
other than Austin;
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| | (d)              Executive
may terminate this Agreement 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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| | (e)              Executive
may terminate this Agreement if Executive is reassigned to a position           with
diminished responsibilities, or Executives job responsibilities are
          materially narrowed or diminished.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

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, other than for cause, on 30 days prior written
notice. Any termination of this Agreement 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 IIIhereof.

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

| | (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 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           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 preceding twelve
months, 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 1.6 hereof
          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 and Exchange Act of 1934 (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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ARTICLE II.Duties 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 of
Development-Prostate Therapies and Large Partnerships. 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.

ARTICLE III.Salary; 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 $16,666.67 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 Stock Option Plan (if any), but all option grants
thereunder shall be subject to the sole discretion of the Board.

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Section
3.3. Bonuses. For calendar year 2007, Executive will be eligible for an annual
bonus equal to the Bonus Percentage (as defined below) multiplied by Executives
annualized base salary for 2007, and pro-rated based on the number of days employed by
Employer in 2007. For purposes of this Section 3.3, Bonus Percentage will
mean an amount equal to (a) the percentage of base salary paid to senior management
executives of Employer (other than the Chief Executive Officer) for 2007 under Employers
annual non-equity incentive compensation program, multiplied by (b) 20%; provided, that
the Bonus Percentage will not exceed 40%. For each calendar year thereafter, 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.

Section
3.4. IGRT Center Bonuses. For each of the calendar years 2007, 2008 and 2009,
Executive will be entitled to receive an annual bonus equal to: (a) $5,000 for each
Center (as defined below) with respect to which a letter of intent is entered into
between Employer and the applicable physician practice group(s) during such calendar year
(excluding Centers with respect to which a letter of intent was entered into prior to the
Effective Date); plus (b) $15,000 for each Center with respect to which the related
physician practice groups have consummated their practice group consolidation during such
calendar year, provided that if there will be no practice group consolidation with
respect to a particular Center, then an additional $7,500 amount will be paid as a result
of meeting the requirement under (a) above with respect to such Center (excluding Centers
with respect to which a letter of intent was entered into prior to the Effective Date)
and an additional $7,500 amount will be paid as a result of meeting the requirement under
(c) below with respect to such Center; plus (c) $10,000 for each Center opened during
such calendar year. For purposes of this Section 3.4, Center will
mean an image guided radiation therapy center that Employer has approved and with respect
to which Employer enters into a letter of intent prior to December 31, 2009. For calendar
years after 2009, the amount of any annual IGRT center bonuses will be determined in the
discretion of the Board.

Section
3.5. Stock Options. Subject to the approval of the Board, Employer shall grant
Executive a stock option to acquire 35,000 shares of Employers common stock, no par
value (Shares), under such terms and conditions as
provided for under Employers 2004 Equity Incentive Plan (as amended, the Plan)
and the stock option agreement governing such stock option. The exercise price per Share
of such stock option shall be equal to the Fair Market Value (as defined in the Plan) on
the date of grant. The Shares shall vest in four equal annual installments on each of the
first four anniversaries of the date of grant.

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Section
3.6. 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
3.7. 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 IV. Executives
Restrictive Covenants

Section
4.1. Confidentiality Agreement. Executive acknowledges that Executive 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 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,
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 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 any Person
other than 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.
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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 V. Miscellaneous

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 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.

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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.

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):

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|If to Employer:                        
                                       
                                       
                                       
                                       
If to Executive: | HealthTronics, Inc.
 1301 Capital of Texas Hwy, Suite B-200
 Austin, TX 78746
 Attention: President and Chief Executive Officer
 Facsimile Transmission: (512) 314-4503
 Clayton H. Duncan
 ________________________________
 ________________________________
 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 TO
EXECUTIVE 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 - Urology Services/s/ Clayton H. Duncan
Clayton H. Duncan
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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