AMENDMENT AGREEMENT
TO
EMPLOYMENT AGREEMENT

dated

March 2, 2004

between

HMT Holding AG, Kreuzlingerstrasse 5, CH-9575 Lengwil

as employer

(hereinafter HMT Holding)

and

Dr. Andreas Bänziger, **********************************

as employee

(hereinafter Employee)

(HMT Holding and the Employee together
hereinafter the Parties and each
a Party)

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WHEREAS HMT Holding and Employee have
concluded an employment agreement dated October 15, 2001 and an amendment to
this employment agreement dated July 29, 2002 (together hereinafter the Existing Agreement).

WHEREAS the Parties wish to amend the
Existing Agreement by concluding this Amendment Agreement.

WHEREAS based on that certain sale and
purchase agreement dated February 18, 2004 (hereinafter the SPA), Employee as a seller sold all of his
shares in HMT Holding to HealthTronics GmbH (hereinafter the Acquisition).

WHEREAS as a condition to the closing of the
SPA, the Employee and HMT Holding shall conclude an amendment agreement to the
Existing Agreement in a form acceptable to HealthTronics GmbH.

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2

WHEREAS in the process of the Acquisition,
HealthTronics GmbH and the Employee agreed that the Employee will conclude an
amendment agreement to the Existing Agreements with HMT Holding which provides
for a reduction of the Employees current total remuneration by 50%.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

|SECTION 1     REDUCTION OF TOTAL REMUNERATION
|---------------------------------------------
|                                             
|1.1                                          
|                                             
|1.2                                          
|                                             
|1.3                                          
|                                             
|1.4                                          
|                                             
|SECTION 2     EMPLOYEES PENSION PLAN        
|                                             
|                                             
|                                             

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3

SECTION 3     INDEMNIFICATION OF THE E
MPLOYEE

|3.1                                                           | Within the
  limits set forth in this SECTION 3, HMT Holding agrees to indemnify and hold
  harmless the Employee for any and all claims in connection with the
  Acquisition personally brought against the Employee by the minority
  shareholder in HMT High Medical Technologies AG, HMT Invest AG, or by the
  individuals holding shares in HMT Invest AG at the date of this agreement.                                           
|------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.2                                                           | The duty of
  HMT Holding to indemnify and hold harmless the Employee pursuant to this SECTION
  3 shall be limited to claims which are based on facts in connection with the
  Acquisition which arose between October 2003 and February 2004. The recourse
  of the Employee against HMT Holding for all other claims brought against the
  Employee shall exclusively be subject to the provisions of the Swiss Code of
  Obligations.
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.3                                                           | The Employee
  shall notify HMT Holding, HealthTronics GmbH and HealthTronics Surgical
  Services Inc., USA, immediately of every claim which could result in an
  indemnification pursuant to this SECTION 3. In defending against such claim
  or lawsuit, the Employee will follow all instructions of HMT Holding.                                                                                                                   
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|SECTION 4     CLAIMS ARISEN PRIOR TO THIS AMENDMENT AGREEMENT
|                                                             
|4.1                                                           | The Employee
  expressly states and acknowledges that as of the date of this Amendment
  Agreement all of his claims for remuneration (which term includes all
  payments for salary, all bonuses and all other payments to be made by HMT
  Holding) have been fully paid.                                                                                                                                                              
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.2                                                           | The Employee
  expressly states and acknowledges that HMT Holding was never obliged to
  compensate him for any overtime claims and that HMT Holding will not be
  obliged to compensate him for any overtime claims in the future.                                                                                                                                                                                                      
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|SECTION 5     LIMITATION                                     
|                                                             
|                                                              | The
  reduction of the total remuneration pursuant to SECTION 1 of this Agreement
  shall be for a limited period of two (2) years, i.e. until March 14, 2006.                                                                                                                                                                                                                                                                           
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|SECTION 6     INCORPORATION OF E
  XISTING AGREEMENTS        
|                                                             
|6.1                                                           | This
  Amendment Agreement supersedes the Existing Agreement insofar as it contains
  specific provisions which deviate from the Existing Agreement.                                                                                                                                                                                                                                                                                     
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.2                                                           | All other
  provisions of the Existing Agreement, including but not limited to the
  provisions regarding the applicable law and jurisdiction, remain unchanged
  and in full force and effect.                                                                                                                                                                                                                                          

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4

|HMT Holding AG           |                  | The Employee:       
|------------------------ | ---------------- | --------------------
|                         |                  |                     
|                         |                  |                     
|/s/ Norbert
  Brill      |                  | /s/ R.
  Germann    
|                         |                  |                     
|By: Norbert
  Brill      | By: R.
  Germann | Dr. Andreas Bänziger
|Title: EVP,
  Technology | Title: CFO       |                     

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