Exhibit 10.33

# HEALTHTRONICS, INC.RESTRICTED
STOCK AWARD AGREEMENT

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

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

2.    Stock
Awarded.

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

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

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

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

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

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3.    Vesting.
The restrictions described in Section 2 of this           Agreement will
lapse with respect to ________ shares of the Restricted Stock on           the first
anniversary of the Grant Date, with respect to ________ shares of the
          Restricted Stock on the second anniversary of the Grant Date, with respect to
          ________ shares of the Restricted Stock on the third anniversary of the Grant
          Date and _______ shares of the Restricted Stock on the fourth anniversary of
the           Grant Date, provided the Grantee is still employed by the Company (or any
Parent           or Subsidiary) on such vesting dates. Notwithstanding the above, vesting
of the           shares of Restricted Stock shall be accelerated and the restrictions
described           in Section 2 of this Agreement will lapse in the
following amounts           based on: [add additional vesting terms, if any]

Unless expressly provided for
otherwise in a written agreement executed by the Company and the Grantee, if the Grantee
or the Company delivers notice of termination of employment (and the related employment
agreement) to the other party, or the Grantee ceases to be employed by the Company (or any
Parent or Subsidiary), for any reason at any time prior to the vesting dates (including
without limitation termination with or without cause), the unvested Restricted Stock shall
automatically be forfeited upon such delivery of notice or cessation of service, as the
case may be.

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

5.    Tax
Withholding.

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

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

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6.    No
Right to Continued Employment. Nothing in this Agreement shall be           deemed by
implication or otherwise to impose any limitation on any right of the           Company
or any of its affiliates to terminate the Grantees employment at           any
time.

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

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

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

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

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

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

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

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

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

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