Exhibit 10.1


(Portions of this agreement have been
omitted and marked confidential [*****] and filed separately with the
Commission)


Distribution Agreement


               THIS
DISTRIBUTION AGREEMENT (hereinafter this “Agreement”) is made and
entered into this 25th day of February, 2004 (the “Effective Date”), by
and between HT Prostate Therapy Management Company, LLC, a Delaware Limited
Liability Company (“HT Prostate”), and EDAP TMS S.A., a French société
anonyme (“Parent Corporation”), EDAP S.A., a French société anonyme (“HIFU
Subsidiary”) and Technomed Medical Systems S.A., a French société anonyme
(“Manufacturing Subsidiary” and, collectively with Parent Corporation
and HIFU Subsidiary, “EDAP”).


               WHEREAS,
HT Prostate is a wholly owned subsidiary of HealthTronics Surgical Services,
Inc., a Georgia corporation (“HealthTronics”).  HealthTronics and
HT Prostate have expertise in gaining United States Food and Drug
Administration (“FDA”) approval for the marketing of medical devices in
the United States.  HT Prostate and HealthTronics also have expertise in
the United States of America (the “Territory”) in distributing, and
providing services for, such medical devices; 


               WHEREAS,
EDAP desires to utilize the services of HT Prostate and HealthTronics to obtain
FDA approval to market a medical device that utilizes High Intensity Focused
Ultrasound (“HIFU”) to provide minimally invasive treatment of prostate
cancer (such medical device, the “Ablatherm”); and 


               WHEREAS,
EDAP recognizes the substantial cost and time involved in obtaining FDA
approval and therefore desires to grant HT Prostate in accordance with the
terms set forth in the Transaction Documents (as defined below) (i) the
exclusive distribution rights to market the Ablatherm in the Territory and (ii)
a warrant to purchase 1,000,000 ordinary shares of the Parent Corporation.


               NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, HT Prostate and EDAP, intending
to be legally bound, agree as follows:


1.            Definitions
and Interpretations




	
  1.1.

  	
  Defined Terms.  Unless the context shall
  otherwise require, terms used and not defined herein shall have the following
  meanings: 

  
	
   

  	
   

  
	
   

  	
  “Ablapak”
  has the meaning assigned to such term in Section 3.1.  

  
	
   

  	
   

  
	
   

  	
  “Ablatherm”
  has the meaning assigned to such term in the recitals.

  
	
   

  	
   

  
	
   

  	
  “Ablatherm
  Related Devices” has the meaning assigned to such term in Section 4.1.

  
	
   

  	
   

  
	
   

  	
  “Ablatherm
  Related Marks” has the meaning assigned to such term in Section 8.1.

  
	
   

  	
   

  
	
   

  	
  “Agreement”
  has the meaning assigned to such term in the preamble.

  
	
   

  	
   

  
	
   

  	
  “Approved
  Limited Use” has the meaning assigned to such term in Section 5.1(c).

  
	
   

  	
   

  
	
   

  	
  “Base
  Year Price List” has the meaning assigned to such term in Section 6.1(c).

  
	
   

  	
   

  
	
   

  	
  “Board
  of Directors Resolution” has the meaning assigned to such term in Section
  12.1(a).

  
	
   

  	
   

  
	
   

  	
  “Confidential
  Information” has the meaning assigned to such term in Section 11.

  
	
   

  	
   

  
	
   

  	
  “Disclosing
  Party” has the meaning assigned to such term in Section 11.

  
	
   

  	
   

  
	
   

  	
  “EDAP”
  has the meaning assigned to such term in the preamble.

  






 





















 




	
   

  	
  “EDAP
  Indemnified Parties” has the meaning assigned to such term in Section
  10.2.

  
	
   

  	
   

  
	
   

  	
  “EDAP
  IP” has the meaning assigned to such term in Section 8.3.

  
	
   

  	
   

  
	
   

  	
  “EDAP
  Party” has the meaning assigned to such term in Section 2.1.

  
	
   

  	
   

  
	
   

  	
  “Effective
  Date” has the meaning assigned to such term in the preamble.

  
	
   

  	
   

  
	
   

  	
  “Escrow
  Agent” means Euro Emetteurs Finance S.A..

  
	
   

  	
   

  
	
   

  	
  “Escrow
  Agreement” means that certain Contrat
  de Service de Titres et de Sequestre, set forth as Exhibit D by
  and between Parent Corporation, HT Prostate and the Escrow Agent. 

  
	
   

  	
   

  
	
   

  	
  “Exclusive
  Distribution Rights” has the meaning assigned to such term in Section
  4.1.

  
	
   

  	
   

  
	
   

  	
  “FDA”
  has the meaning assigned to such term in the recitals.

  
	
   

  	
   

  
	
   

  	
  “First
  Renewal Term” has the meaning assigned to such term in Section 9.1.

  
	
   

  	
   

  
	
   

  	
  “HealthTronics”
  has the meaning assigned to such term in the recitals.

  
	
   

  	
   

  
	
   

  	
  “HIFU”
  has the meaning assigned to such term in the recitals.

  
	
   

  	
   

  
	
   

  	
  “HIFU
  Subsidiary” has the meaning assigned to such term in the preamble.

  
	
   

  	
   

  
	
   

  	
  “HT
  Prostate” has the meaning assigned to such term in the preamble.

  
	
   

  	
   

  
	
   

  	
  “HT
  Prostate Corporate Headquarters” has the meaning assigned to such term in
  Section 6.1(a).

  
	
   

  	
   

  
	
   

  	
  “HT
  Prostate Indemnified Parties” has the meaning assigned to such term in
  Section 10.1.

  
	
   

  	
   

  
	
   

  	
  “Initial
  Term” has the meaning assigned to such term in Section 9.1.

  
	
   

  	
   

  
	
   

  	
  “INSERM”
  has the meaning assigned to such term in Section 5.

  
	
   

  	
   

  
	
   

  	
  “Losses”
  means any and all liabilities, obligations, duties, demands, claims, actions,
  causes of action, assessments, losses, costs, damages, deficiencies, fines or
  expenses, including, interest, penalties, reasonable attorneys’ fees and all
  amounts paid in investigation, defense or settlement of any of the foregoing.

  
	
   

  	
   

  
	
   

  	
  “Manufacturing
  IP” has the meaning assigned to such term in Section 5.

  
	
   

  	
   

  
	
   

  	
  “Manufacturing
  Subsidiary” has the meaning assigned to such term in the preamble.

  
	
   

  	
   

  
	
   

  	
  “New
  Treatment” has the meaning assigned to such term in Section 4.1(a).

  
	
   

  	
   

  
	
   

  	
  “Parent
  Corporation” has the meaning assigned to such term in the preamble.

  
	
   

  	
   

  
	
   

  	
  “PMA”
  has the meaning assigned to such term in Section 3.1.

  
	
   

  	
   

  
	
   

  	
  “Products”
  has the meaning assigned to such term in Section 3.1.

  
	
   

  	
   

  
	
   

  	
  “Product
  Liability Claim” has the meaning assigned to such term in Section 10.3.

  
	
   

  	
   

  
	
   

  	
  “Receiving
  Party” has the meaning assigned to such term in Section 11.

  






2





















 




	
   

  	
  “Rules”
  has the meaning assigned to such term in Section 13.11(b).

  
	
   

  	
   

  
	
   

  	
  “Sample
  Devices” has the meaning assigned to such term in Section 3.3.

  
	
   

  	
   

  
	
   

  	
  “Specifications”
  has the meaning assigned to such term in Section 6.3.

  
	
   

  	
   

  
	
   

  	
  “Subsequent
  Renewal Term” has the meaning assigned to such term in Section 9.1.

  
	
   

  	
   

  
	
   

  	
  “Trainers”
  has the meaning assigned to such term in Section 3.5.

  
	
   

  	
   

  
	
   

  	
  “Training
  Program” has the meaning assigned to such term in Section 6.3.

  
	
   

  	
   

  
	
   

  	
  “Transaction
  Documents” means this Agreement and the Escrow Agreement.

  
	
   

  	
   

  
	
   

  	
  “Territory”
  has the meaning assigned to such term in the recitals.

  
	
   

  	
   

  
	
   

  	
  “Warrant
  Exercise Milestone” has the meaning assigned to such term in
  Section 12.1(b).

  
	
   

  	
   

  
	
   

  	
  “Warrants”
  has the meaning assigned to such term in Section 12.1(a).

  
	
   

  	
   

  
	
  1.2.

  	
  Terms Generally.  The definitions of terms herein
  shall apply equally to the singular and plural forms of the terms
  defined.  Whenever the context may require, any pronoun shall include
  the corresponding masculine, feminine and neuter forms.  The words
  “include”, “includes” and “including” shall be deemed to be followed by the
  phrase “without limitation”.  The word “will” shall be construed to have
  the same meaning and effect as the word “shall”.  Unless the context
  requires otherwise, (a) any definition of or reference to any agreement,
  instrument or other document herein shall be construed as referring to such
  agreement, instrument or other document as from time to time amended,
  supplemented or otherwise modified (subject to any restrictions on such
  amendments, supplements or modifications set forth therein); (b) any
  reference herein to any person or entity shall be construed to include such
  person’s or entity’s successors and permitted assigns; and (c) the words
  “herein”, “hereof” and “hereunder,” and words of similar import, shall be
  construed to refer to this Agreement in its entirety and not to any
  particular provision of this Agreement and all references herein to Sections,
  Exhibits and Schedules shall be construed to refer to Sections, Exhibits and
  Schedules of this Agreement.

  






2.           Representations
and Warranties.




	
  2.1.

  	
  Representations and Warranties of EDAP.  Parent Corporation, HIFU
  Subsidiary and Manufacturing Subsidiary (each, an “EDAP Party”)
  represent to HT Prostate that, as of the date hereof:

  
	
   

  	
   

  
	
   

  	
  (a)        Each
  EDAP Party is a société anonyme duly organized and validly existing under the
  laws of the Republic of France, with power and authority (corporate and
  other) to conduct its business, and has been duly qualified as a foreign
  corporation for the transaction of business and is in good standing under the
  laws of each other jurisdiction in which it conducts any business so as to
  require such qualification, except where the failure to be so qualified would
  not reasonably be expected to have, individually or in the aggregate, a
  material adverse effect on HT Prostate. 

  
	
   

  	
   

  
	
   

  	
  (b)        Each
  EDAP Party has the corporate power and authority to execute and deliver each
  Transaction Document to which it is a party and to perform its obligations
  thereunder, and the Transaction Documents to which each EDAP Party is a party
  have been duly and validly authorized by such EDAP Party, and have been duly
  and validly executed and delivered by such EDAP Party and, assuming due
  authorization, execution and delivery by the other parties thereto, are valid
  and binding obligations of such EDAP Party, enforceable against such EDAP
  Party in accordance with their terms.

  
	
   

  	
   

  
	
   

  	
  (c)        The
  execution, delivery and performance by each EDAP Party of the Transaction
  Documents to which it is a party will not conflict with or result in a breach
  or violation of any of the terms or provisions 

  






3





















 




	
   

  	
  of, or
  constitute a default under, any agreement or instrument to which such EDAP
  Party is a party or by which such EDAP Party or any material portion of its
  properties or assets is bound, or result in any violation of any statute or
  any order, rule or regulation of any governmental authority having
  jurisdiction over such EDAP Party, except, in each case, as would not
  reasonably be expected to have, individually or in the aggregate, a material
  adverse effect on HT Prostate, nor will such action result in any violation
  of the provisions of the statuts,
  corporate charter, by-laws or other constituent document of such EDAP Party.

  
	
   

  	
   

  
	
   

  	
  (d)        HIFU
  Subsidiary is the owner of the Ablatherm Related Marks and all goodwill
  associated therewith and has the right and ability to grant the trademark
  license granted in Section 8.1.  To the knowledge of HIFU Subsidiary,
  the use of the Ablatherm Related Marks in accordance with the terms hereof
  does not infringe any United States intellectual property rights of any third
  party.

  
	
   

  	
   

  
	
   

  	
  (e)        Subject,
  in each case, to the rights and interests held by INSERM, EDAP owns all
  rights in and to the Products, is the exclusive owner of all intellectual
  property rights associated with the Products, and has the right to license
  the Products to HT Prostate in accordance with the terms of this
  Agreement.  To the knowledge of EDAP, the use of the Products in
  accordance with the specification for such Products, a copy of which is
  attached as Schedule B, does not infringe upon the intellectual property
  rights of any third party.  EDAP is not aware of any invention, device
  or equipment that is owned, operated or marketed by any third party which
  infringes upon EDAP’s intellectual property rights in and to the Products.

  






 




	
  2.2.

  	
  Representations and Warranties of HT
  Prostate. 
  HT Prostate represents to each EDAP Party that, as of the date hereof:

  
	
   

  	
   

  
	
   

  	
  (a)        HT
  Prostate is a limited liability company duly organized and validly existing
  under the laws of the State of Delaware, with power and authority (corporate
  and other) to conduct its business, and has been duly qualified as a foreign
  corporation for the transaction of business and is in good standing under the
  laws of each other jurisdiction in which it conducts any business so as to
  require such qualification, except where the failure to be so qualified would
  not reasonably be expected to have, individually or in the aggregate, a
  material adverse effect on any EDAP Party.

  
	
   

  	
   

  
	
   

  	
  (b)        HT
  Prostate has the corporate power and authority to execute and deliver each
  Transaction Document to which it is a party and to perform its obligations
  thereunder, and the Transaction Documents to which HT Prostate is a party
  have been duly and validly authorized by HT Prostate, and have been duly and
  validly executed and delivered by HT Prostate and, assuming due
  authorization, execution and delivery by the other parties thereto, are valid
  and binding obligations of HT Prostate, enforceable against HT Prostate in
  accordance with their terms.

  
	
   

  	
   

  
	
   

  	
  (c)        The
  execution, delivery and performance by HT Prostate of the Transaction
  Documents to which it is a party will not conflict with or result in a breach
  or violation of any of the terms or provisions of, or constitute a default
  under, any agreement or instrument to which HT Prostate is a party or by
  which HT Prostate or any material portion of its properties or assets is
  bound, or result in any violation of any statute or any order, rule or
  regulation of any governmental authority having jurisdiction over HT
  Prostate, except, in each case, as would not reasonably be expected to have,
  individually or in the aggregate, a material adverse effect on any EDAP
  Party, nor will such action result in any violation of the provisions of the
  corporate charter, by-laws or other constituent document of HT Prostate.

  
	
   

  	
   

  
	
  3.

  	
  FDA Pre-Market Approval.

  
	
   

  	
   

  
	
  3.1.

  	
  (a)        HT
  Prostate hereby agrees to use commercially reasonable efforts to begin
  enrollment of patients and commence treatment on the initial patient or
  patients as part of the human clinical trials necessary to obtain Pre-Market
  Approval from the FDA (“PMA”) to market the Ablatherm and the
  single-use consumable used with the Ablatherm in patient treatment (the “Ablapak”,
  and together with the Ablatherm, the “Products”) in the Territory as a
  primary treatment for prostate cancer within one (1) year of the Effective
  Date of this Agreement.  HT Prostate shall use commercially reasonable
  efforts to complete the necessary patient enrollment in the requisite
  clinical trials for the Products not later than eighteen (18) months
  following its receipt of full approval of the investigational device
  exemption for the Products from

  






4





















 




	
   

  	
  the
  FDA.  HT Prostate shall use its best efforts to obtain the PMA from the
  FDA to market the Products in the Territory within five (5) years of the
  Effective Date of this Agreement.

  
	
   

  	
   

  
	
   

  	
  (b)        On
  a twice-yearly basis, HT Prostate shall provide EDAP with a written update
  regarding HT Prostate’s progress in obtaining a PMA for the Products and, as
  applicable, any Ablatherm Related Device.  Such updates shall include
  details regarding the clinical trials (including patient enrollment numbers)
  and all submissions to, and correspondence with, the FDA during such
  period.  In addition, prior to making any submission to the FDA
  regarding the Products or any Ablatherm Related Device, HT Prostate shall (i)
  provide EDAP copies of any such proposed submission materials and (ii)
  reasonably consider any comments or proposed changes EDAP may make with
  respect to such submission materials.

  
	
   

  	
   

  
	
  3.2.

  	
  HT
  Prostate will pay all costs associated with obtaining a PMA for the Products,
  except as specifically detailed in Sections 3.3, 3.4, 3.5 and 3.6 of this
  Agreement.  

  
	
   

  	
   

  
	
  3.3.

  	
  EDAP
  shall provide ****** Ablatherm devices (the “Sample Devices”) to HT
  Prostate during the clinical trial period prior to submitting the PMA
  application to the FDA.  Upon submission of the PMA application and
  continuing until 6 months after approval of the PMA application, HT Prostate
  will have the option to purchase the Sample Devices at
  **************************** determined as of the date the PMA application is
  submitted to the
  FDA,******************************************************************. 
  

  
	
   

  	
   

  
	
  3.4.

  	
  During
  the clinical trials and prior to receipt of PMA for the Products, EDAP shall
  provide to HT Prostate at no cost, (a) all the Ablapaks required for and used
  in clinical trials and (b) the parts required to keep the Sample Devices in
  proper working order.  EDAP’s requirement to provide Ablapaks at no cost
  to HT Prostate, however, shall not exceed the amount necessary for use in
  clinical trials on the total number of patients required to be enrolled in
  order to obtain PMA for the Products, plus an additional amount for ordinary
  course spoilage and/or breakage, not to exceed 10 Ablapaks.

  
	
   

  	
   

  
	
  3.5.

  	
  EDAP
  shall provide training at the offices of EDAP to 4 technicians of HT Prostate
  (or its service affiliate) (the “Trainers”) to enable the Trainers to
  (a) maintain and service the Products and any Ablatherm Related Devices
  and (b) train and authorize other HT Prostate technicians to service the
  Products and any Ablatherm Related Devices and to provide treatment services
  with the Products and any Ablatherm Related Devices, at no charge to HT
  Prostate until PMA is obtained; provided that HT Prostate shall pay the cost
  of any honorariums that EDAP is required to pay in connection with such
  training.  Further, HT Prostate shall pay all travel, accommodation and
  other reasonable expenses for such Trainers in connection with their
  training.  HT Prostate shall bear all costs associated with the training
  of all HT Prostate technicians other than the Trainers.  No person,
  other than a Trainer, may authorize or train any other HT Prostate
  technician.

  
	
   

  	
   

  
	
  3.6.

  	
  For so
  long as HT Prostate is conducting clinical trials of the Products in
  accordance with the terms of this Agreement, EDAP shall pay the cost of any
  honorariums in connection with not more than three healthcare educational
  experts’ visits to the United States each year.  EDAP’s requirement to
  pay the cost of any such honorariums, however, shall be limited to those
  costs associated with visits not exceeding, in the aggregate, twenty-one (21)
  days per year.  The identity of such visiting experts and the schedule
  of visits shall be mutually agreed by the parties.  HT Prostate will
  arrange and pay all travel, accommodation and other reasonable expenses for
  such experts.  

  
	
   

  	
   

  
	
  3.7.

  	
  HT
  Prostate shall pay all associated costs for testing the Products in Europe if
  required in connection with obtaining PMA.  

  
	
   

  	
   

  
	
  3.8.

  	
  (a)        HT
  Prostate shall be the sole and exclusive owner of the PMA for (i) the
  Products and (ii) any Ablatherm Related Device for which HT Prostate obtains
  Exclusive Distribution Rights pursuant to Section 4, upon approval and grant
  by the FDA.  However, should HT Prostate abandon the Ablatherm, begin
  distributing a competing HIFU technology, or fail to meet its purchase
  commitments during the Initial Term, as described in sections 4.2 and 9.1
  below, or if this Agreement is otherwise terminated in accordance with
  Section 9, ownership of the PMA shall transfer to EDAP, and HT Prostate,
  promptly and at its sole expense, shall execute such deeds, assignments,
  endorsements and other instruments and 

  






5





















 




	
   

  	
  documents
  and shall take such further actions as shall be necessary to effect such
  transfer, including providing the FDA notice of such transfer.  In the
  event of such transfer of ownership unless the transfer occurs because of a
  material breach by HT Prostate of Section 5 or Section 8 hereof,
  EDAP shall license such PMA to HT Prostate on a non-exclusive basis to market
  the Products purchased from EDAP prior to such transfer.

  
	
   

  	
   

  
	
   

  	
  (b)        Promptly
  following any transfer of the PMA to EDAP as described in paragraph (a)
  of this Section 3.8, HT Prostate shall provide to EDAP all supportive
  materials and data substantiating representations made to the FDA or any
  other U.S. governmental authority in its filings therewith in relation to the
  Products and any Ablatherm Related Device, including any and all testing data
  in the possession, or under the control, of HT Prostate or HealthTronics,
  whether or not submitted to the FDA or any other U.S. governmental authority.

  
	
   

  	
   

  
	
  3.9.

  	
  HT
  Prostate shall deliver to EDAP in electronic format such labeling for the
  Products and any Ablatherm Related Device for which HT Prostate obtains
  Exclusive Distribution Rights in accordance with Section 4 as is required by
  the FDA, whether upon receipt of PMA or at any time thereafter, including
  physicians’ manuals, training manuals and maintenance manuals.  HT
  Prostate shall deliver such labeling in a timely manner in order to allow
  EDAP to comply with any such FDA requirements in the manufacture, labeling
  and delivery of the Products and any Ablatherm Related Device for which HT
  Prostate obtains Exclusive Distribution Rights in accordance with Section 4.

  
	
   

  	
   

  
	
  3.10.

  	
  HT
  Prostate shall comply in all respects with all applicable laws, regulations
  and orders to which it may be subject that relate to its performance of
  obligations under this Agreement including all FDA rules, regulations and
  procedures.  HT Prostate will use its best efforts to maintain in full
  force and effect all consents, approvals and clearances of any governmental
  or other regulatory authority that are required to be obtained by it to
  perform this Agreement and will use its best efforts to obtain any that may
  become necessary in the future. 

  
	
   

  	
   

  
	
  4.

  	
  Exclusive Distributor.

  
	
   

  	
   

  
	
  4.1.

  	
  Subject
  to receipt by HT Prostate of PMA for the Products and pursuant to the terms
  of this Agreement:

  
	
   

  	
   

  
	
   

  	
  (a)        EDAP
  hereby appoints HT Prostate, and HT Prostate hereby accepts its appointment,
  as the exclusive distributor of the Products in the Territory.  Such
  distribution rights (the “Exclusive Distribution Rights”) shall also
  include the exclusive distribution rights for any and all devices or
  processes currently or subsequently manufactured or distributed at any time
  by EDAP for the treatment of prostate cancer in each case, that are an
  improvement, new model or new version of the Ablatherm (such devices,
  together with their related consumable, if any, “Ablatherm Related Devices”),
  all pursuant to the terms of this Agreement; provided, that HT
  Prostate at its own cost and expense obtains the necessary FDA approvals for
  distribution of such devices in the Territory; provided,  further
  that in the event HT Prostate does not desire Exclusive Distribution Rights
  with respect to any Ablatherm Related Device, it shall nonetheless use its
  best efforts to obtain the necessary FDA approvals for such device so long as
  EDAP reimburses HT Prostate for any reasonable costs so incurred.  In
  the event EDAP wishes to obtain a PMA for, and distribute (or have
  distributed) in the Territory any device or process manufactured or
  distributed by EDAP for the treatment of prostate cancer other than the
  Products or any Ablatherm Related Device (a “New Treatment”) then EDAP shall
  offer HT Prostate the right to obtain the PMA and to act as the exclusive
  distributor for such New Treatment on terms (including timing, price and
  quantity) reasonably negotiated by EDAP and HT Prostate.  If EDAP and HT
  Prostate fail to negotiate the terms of such agreement within 90 days, EDAP
  shall be free to itself, or through any third party of its choosing, obtain a
  PMA for, and distribute such New Treatment in the Territory; provided
  that EDAP shall not permit a third party to obtain such PMA or distribute such
  New Treatment in the Territory except on terms substantially equivalent to
  the terms initially offered to HT Prostate.

  
	
   

  	
   

  
	
   

  	
  (b)        EDAP
  agrees that it will not, directly or indirectly, sell, distribute, or offer
  treatment with, the Ablatherm or any Ablatherm Related Device, in the
  Territory, other than pursuant to this Agreement.

  






6





















 




	
   

  	
  EDAP
  shall include in its contracts for sale of the Ablatherm or any Ablatherm
  Related Device for which HT Prostate has Exclusive Distribution Rights in
  accordance with this Section 4 outside the Territory limitations prohibiting
  resale or shipment by the purchaser of such Ablatherms or such Ablatherm
  Related Devices into the Territory (and requiring any such subsequent
  purchaser to include such contractual limitations upon its resale or shipment
  of the Ablatherm or other such devices); provided, that such
  provisions are legally enforceable in the relevant jurisdictions in the
  reasonable judgment of EDAP.  EDAP will use commercially reasonable
  efforts to monitor and enforce such contractual restrictions for sales
  outside the Territory.

  
	
   

  	
   

  
	
   

  	
  (c)        HT
  Prostate agrees that it will not, directly or indirectly, sell, distribute,
  or offer treatment with, the Ablatherm or any Ablatherm Related Device,
  outside the Territory.  HT Prostate shall include in its contracts for
  sale of the Ablatherm or any Ablatherm Related Devices in the Territory
  limitations prohibiting resale or shipment by the purchaser of such
  Ablatherms or Ablatherm Related Devices outside the Territory (and requiring
  any such subsequent purchaser to include such contractual limitations upon
  its resale or shipment of the Ablatherm or other such devices); provided,
  that such provisions are legally enforceable in the relevant jurisdictions in
  the reasonable judgment of HT Prostate.  HT Prostate will use
  commercially reasonable efforts to monitor and enforce such contractual
  restrictions for sales in the Territory.

  
	
   

  	
   

  
	
   

  	
  (d)        EDAP
  will refer all inquiries for purchase or use of the Products or Ablatherm
  Related Devices in the Territory to HT Prostate.  HT Prostate will refer
  all inquiries for purchase or use of the Products or Ablatherm Related
  Devices outside the Territory to EDAP. 

  
	
   

  	
   

  
	
  4.2.

  	
  In
  order to retain the Exclusive Distribution Rights, following receipt of PMA
  for the Products, HT Prostate must purchase Products, Ablatherm Related
  Devices, or repair parts or services for the Products or the Ablatherm
  Related Devices from EDAP worth at least ************************** per year
  and an average of ***************************************** per year, such
  average to be calculated at the end of each ************* term in accordance
  with Section 9.1; provided, however, that HT Prostate shall
  have no further purchase requirement in the event it receives manufacturing
  rights for all Products and Ablatherm Related Devices for which HT Prostate
  obtains Exclusive Distribution Rights under Section 5.

  
	
   

  	
   

  
	
  4.3.

  	
  EDAP
  shall deliver those Products and Ablatherm Related Devices ordered by HT
  Prostate in a manner ready for distribution by HT Prostrate in the
  Territory.  HT Prostate shall not relabel, repackage or otherwise modify
  any such Product or device and shall distribute any such Product or device as
  the same was received by HT Prostate from EDAP, unless as otherwise
  negotiated pursuant to Section 4.4 below.

  
	
   

  	
   

  
	
  4.4.

  	
  Upon
  request of either party and as permitted by applicable law, the parties shall
  negotiate in good faith the terms of a co-branding arrangement for the
  Products and any Ablatherm Related Devices in the Territory.

  
	
   

  	
   

  
	
  5.

  	
  Manufacturing Rights. 

  
	
   

  	
   

  
	
  5.1.

  	
  (a)        In
  the event EDAP is unable and unwilling to manufacture and deliver any medical
  device for which HT Prostate has Exclusive Distribution Rights (or any
  consumable of such device) and for which HT Prostate has received the
  necessary FDA approvals, HT Prostate may request manufacturing rights for
  such device (or the related consumable).

  
	
   

  	
   

  
	
   

  	
  (b)        Following
  delivery of any such manufacturing rights request, if EDAP:

  
	
   

  	
   

  
	
   

  	
   

  	
  (i)        consents
  to such request; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)       otherwise
  remains unable or unwilling to manufacture and deliver any such device (or
  related consumable), as evidenced by EDAP’s failure to make available for
  delivery to HT Prostate any such device or consumable (other than any such
  failure caused by any of the factors described in Section 13.1) for a period
  exceeding (A) 180 days following such request if EDAP is 

  






7





















 




	
   

  	
   

  	
  unable
  to manufacture and deliver any such device or consumable due to regulatory or
  legal constraints or (B) 90 days following such manufacturing rights request
  in other circumstances, then EDAP shall comply with such manufacturing rights
  request as set forth in paragraph (c) of this Section 5.  

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)        EDAP
  shall grant to HT Prostate an exclusive, royalty-free, non-transferable,
  non-sublicensable, non-assignable license to EDAP’s patents and know-how
  (including technical drawings), in each case, that directly relate to the
  manufacture of such device or consumable solely as and to the extent
  necessary to enable HT Prostate to manufacture and distribute such device or
  consumable in the Territory (the “Approved Limited Use”) for a period
  of ten (10) years from the date granted (such patents and know-how, the “Manufacturing
  IP”); provided, that in the case of any such patents which EDAP
  jointly owns with the Institut National de la Santé et de Recherche Médicale
  (“INSERM”), EDAP shall use commercially reasonable efforts to itself
  license or to cause INSERM to license such patents to HT Prostate.  From
  and after the date HT Prostate is granted any such license, HT Prostate shall
  be liable for any royalty or other amounts owing to INSERM (including amounts
  owed by EDAP as a result of the grant of such license to HT Prostate), if
  any, in connection with the use of any such patent by HT Prostate.  EDAP
  shall use commercially reasonable efforts to provide HT Prostate access to
  such accessories, disposables or service parts necessary in order to maintain
  or use any such devices which EDAP is no longer willing to manufacture or is
  unable to manufacture on the terms provided herein at such cost as is
  mutually agreeable to the parties at such time.  Upon such grant, EDAP,
  with the cooperation and assistance of HT Prostate and at HT Prostate’s sole
  expense, shall use commercially reasonable efforts to prepare and record the
  license as it pertains to patents before the National Patent Registry in
  France and before the European Patent Office.

  
	
   

  	
   

  
	
  6.

  	
  Device Sales.  

  
	
   

  	
   

  
	
  6.1.

  	
  (a)        EDAP
  shall supply the Ablatherm or any Ablatherm Related Device as distributed
  pursuant to the terms of this Agreement to HT Prostate at a price of [*****]
  per device due 30 days after receipt of such device by HT Prostate in the
  Territory at its offices, at the address set forth on the signature page
  below or at any other address HT Prostate designates by notice to EDAP (such
  address, the “HT Prostate Corporate Headquarters”).  In the event
  that HT Prostate obtains Exclusive Distribution Rights with respect to any
  Ablatherm Related Device, the parties shall negotiate in good faith the
  applicable price for such device.  However, EDAP agrees to renegotiate
  the price of the Ablatherm or any Ablatherm Related Device if HT Prostate is
  not able, after diligent efforts, to secure at least a [*****] margin on the
  resale of such Ablatherm or Ablatherm Related Device in the Territory.

  
	
   

  	
   

  
	
   

  	
  (b)        EDAP
  shall supply Ablapaks used by the Ablatherm or any consumable required for
  use with any Ablatherm Related Device as distributed pursuant to the terms of
  this Agreement to HT Prostate at a price of [****] per unit due 30 days after
  receipt of such consumable by HT Prostate at the HT Prostate Corporate
  Headquarters.  However, EDAP agrees to renegotiate the price of the
  Ablapak if HT Prostate is not able, after diligent efforts, to secure at
  least a [******] margin on the resale or use of the Ablapak.

  
	
   

  	
   

  
	
   

  	
  (c)        EDAP
  shall supply to HT Prostate all repair parts and supplies for the Ablatherm
  or any Ablatherm Related Device at the US dollar equivalent price of the
  prices listed in EDAP’s 2004 Ablatherm Distributors Price List (“Base Year
  Price List”), a copy of which is attached as Schedule C.  EDAP agrees
  that the prices listed in the Base Year Price List shall not increase until
  one year following receipt of PMA for the Products.  Thereafter, EDAP
  further agrees that the prices in the Base Year Price List shall not increase
  by more than [*******] for a period of 10 years; provided, that EDAP
  shall use reasonable efforts to pass along any cost savings it realizes on
  such parts and supplies to HT Prostate.

  
	
   

  	
   

  
	
   

  	
  (d)        EDAP
  will deliver ordered Products “Ex-Works,” as defined in Incoterms 2000
  (published by the International Chamber of Commerce) by placing the Products
  at the disposal of HT Prostate at EDAP’s manufacturing facility in Lyon,
  France on the specified delivery date.

  






8





















 




	
  6.2.

  	
  The
  prices quoted in Section 6.1(a) and Section 6.1(b) shall not increase during
  the first *********** following receipt of PMA for the Products. 
  Thereafter, the parties shall negotiate prices but in no event will any price
  quoted herein increase by more than *********.  

  
	
   

  	
   

  
	
  6.3.

  	
  EDAP
  warrants that, for a period of ****** months, each Product and Ablatherm
  Related Device shall be free of defects and shall perform substantially in
  accordance with the specifications for such Product or device (the “Specifications”),
  as such Specifications may be amended from time to time by notice to HT
  Prostate.  (A copy of the Product Specifications as of the date hereof
  is attached as Schedule B.)  The **-month period will begin upon HT
  Prostate’s placement of such Product or Ablatherm Related Device in service,
  however the warranty period shall not extend beyond ** months after shipment
  to HT Prostate in accordance with Section 6.1(d).  During the warranty
  period, HT Prostrate’s sole remedy for breach of the warranty shall be that
  EDAP will repair or replace all Products or Ablatherm Related Devices that
  are defective; provided, that EDAP shall not be obligated to repair or
  replace any Product or Ablatherm Related Device not functioning as a result
  of damage caused or misuse by HT Prostate, any sub-distributor or the end
  user and provided, further, that any warranty provided by EDAP
  shall be void if the applicable Product or Ablatherm Related Device is
  repaired or serviced by any person not trained or authorized by EDAP to make
  such repair or provide such service or if it is repaired using parts not
  provided by EDAP. Any person trained by a Trainer to make such repair or
  provide such service in accordance with the training materials and other
  certification guidelines provided by EDAP (as such materials may be updated
  from time to time, the “Training Program”) shall be deemed to be
  authorized by EDAP upon its receipt of written confirmation from HT Prostate
  that such person has been trained in accordance with the Training
  Program.  EDAP will supply to HT Prostate at no charge a basic stock of
  spare parts that will include at least one of each component used in the
  Ablatherm and any Ablatherm Related Device.

  
	
   

  	
   

  
	
  6.4.

  	
  Following
  receipt of PMA for the Products, HT Prostate shall provide EDAP with a six
  (6) month rolling forecast of HT Prostate’s anticipated product needs during
  the term of this Agreement.  The forecast will contain two levels of
  order commitment.  The first ninety (90) days will be a firm order and
  will be fixed with respect to both quantity and delivery date, as mutually
  agreed upon by EDAP and HT Prostate.  The second ninety (90) days will
  be a forecast and will contain HT Prostate’s current estimate of demand for
  the Products and Ablatherm Related Devices and will be provided only for
  EDAP’s planning purposes.

  
	
   

  	
   

  
	
  7.

  	
  Training.  EDAP agrees to provide, at no charge to HT
  Prostate, a mutually agreed upon reasonable amount of training and education
  at the offices of the Parent Corporation to 5 designated employees of HT
  Prostate with respect to the sales, marketing and use of the Products
  described in this Agreement; provided, that HT Prostate shall pay the
  cost of any honorariums that EDAP is required to pay in connection with such
  training.  HT Prostate shall pay all travel, accommodation and other
  reasonable expenses for the trainees identified by HT Prostate.  

  
	
   

  	
   

  
	
  8.

  	
  Intellectual Property. 

  
	
   

  	
   

  
	
  8.1.

  	
  License.  HIFU Subsidiary hereby grants HT
  Prostate, and HT Prostate hereby accepts, an exclusive, royalty-bearing,
  non-assignable, non-transferable, non-sublicensable license to use the
  trademarks, proprietary names and other marks set forth in Schedule A (the “Ablatherm
  Related Marks”) in the Territory during the term of this Agreement solely
  for the purpose of marketing, distributing and providing services for the
  Products and Ablatherm Related Devices as permitted herein.  In
  consideration for this exclusive license, HT Prostate agrees to pay EDAP an
  amount equal to 10% of the sales price of the Products sold to HT Prostate by
  EDAP.  Both EDAP and HT Prostate agree that this royalty is included in
  the sales prices referenced in, or determined pursuant to, Section 6 of this
  Agreement.  In marketing and distributing the Products and Ablatherm
  Related Devices, HT Prostate shall use the Ablatherm Related Marks only and
  shall not use any other trademark, proprietary name or other mark on any
  Product or Ablatherm Related Device except as may be provided pursuant to
  Section 4.4.  HT Prostate shall use the Ablatherm Related Marks in the
  same style, typeface and graphic appearance as specified by HIFU Subsidiary,
  unless otherwise approved in writing by HIFU Subsidiary.  HT Prostate
  shall not use the Ablatherm Related Marks in any other manner, either alone
  or in combination with any other word, mark, logo or symbol, except with the
  prior written consent of HIFU Subsidiary.  The exercise of HT Prostate’s
  rights to manufacture the Products under Section 5 and the subsequent removal
  of purchase requirements or 

  






9





















 




	
   

  	
  royalty
  fees shall not terminate or affect the license provided herein.  At HT
  Prostate’s expense, EDAP shall record the trademark license granted herein
  with the National Trademark Registry.  Following termination of this
  Agreement (other than a termination for material breach by HT Prostate of
  Section 5 or this Section 8), HT Prostate shall have a limited non-exclusive,
  non-assignable, non-transferable, non-sublicensable license to use the
  Ablatherm Related Marks solely for the purpose of (i) providing services for
  Products or Ablatherm Related Devices purchased during the term of this
  Agreement and (ii) advertising its provision of such services.  The
  limited license shall continue only for so long as HT Prostate continues to
  provide such services and shall automatically terminate, without the need for
  any action by any party, thereafter.

  
	
   

  	
   

  
	
  8.2.

  	
  Quality Control.  HT Prostate acknowledges that
  the Ablatherm Related Marks have established extremely valuable goodwill and
  reputation, and are well recognized among EDAP’s customers, and that it is of
  great importance to HIFU Subsidiary that these high standards and reputation
  be maintained.  Accordingly, in its use of the Ablatherm Related Marks,
  HT Prostate shall at all times maintain the high quality control standards
  for products and services relating to the use of such trademarks that are
  substantially equivalent to or stricter than the standards used by HT
  Prostate relating to the use of its trademarks or such other standards as may
  be provided by written notice by HIFU Subsidiary to HT Prostate. HIFU
  Subsidiary shall have the right to exercise quality control over the use by
  HT Prostate of the Ablatherm Related Marks to the degree necessary, in its
  reasonable opinion, to maintain the validity and enforceability of the
  Ablatherm Related Marks and to protect the goodwill associated
  therewith.  In furtherance of the foregoing, upon the reasonable request
  of HIFU Subsidiary, HT Prostate shall supply HIFU Subsidiary with samples of
  any marketing or promotional materials used by HT Prostrate in connection
  with the Products or any other Ablatherm Related Device.

  
	
   

  	
   

  
	
  8.3.

  	
  Ownership.  HT Prostate acknowledges that,
  as between the parties: (a) one of the EDAP Parties is the owner of all
  right, title and interest in and to (i) the Ablatherm Related Marks
  (including all goodwill associated therewith) and (ii) all of the
  Manufacturing IP, (together with the Ablatherm Related Marks, the “EDAP IP”),
  and all legal protections with respect to the EDAP IP remain exclusively with
  the EDAP Party that is the owner thereof; and (b) except as expressly
  provided herein, it receives no proprietary rights whatsoever in or to the
  EDAP IP; (c) all goodwill and improved reputation generated by its use of any
  Ablatherm Related Marks shall inure solely to the benefit of HIFU Subsidiary;
  and (d) upon the termination of (i) this Agreement and (ii) the
  trademark licenses granted herein for any reason, all goodwill in the
  Ablatherm Related Marks that may be held by HT Prostate notwithstanding the
  foregoing shall be and hereby is assigned to HIFU Subsidiary, without the
  need for any further action by an person or entity, and, in any event, HT
  Prostate shall cooperate with EDAP to take any action reasonably necessary to
  effect such assignment, which cooperation shall be provided without any
  additional consideration.  For the avoidance of doubt, nothing herein is
  intended to give any EDAP Party any rights in any trademark of HT Prostate.

  
	
   

  	
   

  
	
  8.4.

  	
  Notification.  During the term of this
  Agreement and for any period thereafter during which HT Prostate is using any
  EDAP IP pursuant to a license from EDAP, HT Prostate shall notify EDAP
  immediately of any threat, warning or notice of any claim or action adverse
  to any EDAP Party’s rights in the EDAP IP of which HT Prostate may become
  aware from time to time.

  
	
   

  	
   

  
	
  8.5.

  	
  No Inconsistent Action.  HT Prostate shall not take any
  action inconsistent with the acknowledgments or agreements set forth in this
  Section 8, or inconsistent with any EDAP Party’s rights in the EDAP IP. 
  Without limiting the foregoing, HT Prostate shall not during the term of this
  Agreement and for any period thereafter during which HT Prostate is using any
  EDAP IP pursuant to a license from EDAP undertake to apply for intellectual
  property protection for the EDAP IP or any portion thereof.  HT Prostate
  shall not: (a) use the EDAP IP in any way that may tend to impair the
  validity of any EDAP Party’s rights therein; or (b) take any other
  action that in any EDAP Party’s reasonable opinion would jeopardize or impair
  such EDAP Party’s rights in the EDAP IP or its validity or enforceability. 
  

  
	
   

  	
   

  
	
  8.6.

  	
  Valuable Property.  HT Prostate acknowledges and
  agrees that since the EDAP IP incorporates valuable trade secrets, any
  material violation by it of its obligations with respect to the EDAP IP
  hereunder may cause the EDAP Parties irreparable injury not compensable by
  money damages and for which the EDAP Parties may have no adequate remedy at
  law.

  






10





















 




	
  8.7.

  	
  Enforcement and Protection of
  Intellectual Property Rights; Cooperation of HT Prostate.  The enforcement and protection,
  including the decision of whether or not to prosecute infringements or
  maintain registrations of the EDAP Parties’ rights in any EDAP IP will be in
  the sole discretion and control of the applicable EDAP Party and any and all
  recoveries resulting from such actions will be retained by such EDAP
  Party.  HT Prostate agrees that it shall execute such documents and
  provide such additional cooperation to the applicable EDAP Party, at such
  EDAP Party’s expense, as such EDAP Party reasonably may request in order to
  perfect, evidence, protect or secure the EDAP IP and to conduct such
  prosecution, registration or defense.

  
	
   

  	
   

  
	
  8.8.

  	
  Modifications.  To the extent any EDAP Party
  improves or modifies any Product or any Ablatherm Related Device in response
  to information supplied to any EDAP Party by HT Prostate, HT Prostate
  acknowledges and agrees that any such improvement or modification and all
  intellectual property rights therein are the sole and exclusive property of
  the EDAP Party making such modification or improvement.

  
	
   

  	
   

  
	
  8.9.

  	
  Abandonment.  All limitations on HT Prostate
  provided in this Section 8 in regards to EDAP IP shall terminate with respect
  to any EDAP IP abandoned by EDAP.

  
	
   

  	
   

  
	
  9.

  	
  Term and Termination.  

  
	
   

  	
   

  
	
  9.1.

  	
  Term.  The term of this Agreement will commence on
  the date first written above and, unless earlier terminated as set forth
  below, continue for a period of ************** from the date HT Prostate
  receives PMA for the Products (the “Initial Term”).  This
  Agreement will renew automatically for an additional successive
  ************** term (the “First Renewal Term”) upon the termination of
  the Initial Term; provided, that (a) HT Prostate has met its
  commitment to purchase at least *********************************** per year
  during the Initial Term and an average of ***********************************
  per year during the Initial Term, such average to be calculated at the end of
  the Initial Term, in each case worth of Products, Ablatherm Related Devices,
  or repair parts or services for the Products or Ablatherm Related Devices or
  (b) any failure to meet such purchase commitment is waived by EDAP, in its
  sole discretion.  Following the completion of the First Renewal Term,
  this Agreement will renew for additional successive ************* terms
  (individually, “Subsequent Renewal Term”) unless either party gives
  the other party written notice of termination at least thirty (30) days prior
  to the end of the then-current term.

  
	
   

  	
   

  
	
  9.2.

  	
  Default.  The foregoing notwithstanding, a
  party by written notice of default to the other party, may terminate this
  Agreement (a) if the other party breaches a material provision of this
  Agreement and the breach is incurable or the breaching party does not cure
  such material breach within forty-five (45) calendar days after receipt of
  written notice of the material breach; or (b) immediately upon the other
  party’s insolvency, institution of bankruptcy, commencement of liquidation
  proceedings or the appointment of a trustee or receiver of the other party’s
  property or business.  For avoidance of doubt, the following shall be
  considered material breaches, subject to the cure period set forth in
  subsection 9.2(a) above: any failure by any party to pay an amount when due
  and payable under the Agreement and any failure by HT Prostate to comply with
  its obligations pursuant to Sections 3.1(a), 3.2, 3.7, 3.8, 3.9, 3.10, 4.1,
  4.2 or 8.  A breach of Section 3.1(b) or 6.4 shall not constitute a
  material breach for purposes of this Section 9.2.

  
	
   

  	
   

  
	
  9.3.

  	
  Termination.  Upon termination of this
  Agreement for any reason except for a material breach by EDAP or is EDAP
  meets any requirement of Section 9.2(b), HT Prostate’s Exclusive Distribution
  Rights and, except as otherwise expressly provided herein, all licenses to
  use any EDAP IP shall terminate and EDAP shall have the right to distribute
  the Products and any Ablatherm Related Device for which HT Prostate had
  obtained Exclusive Distribution Rights pursuant to Section 6 described herein
  directly or through another distributor in the Territory. Notwithstanding the
  foregoing, following any such termination (other than a termination as a
  result of a breach by HT Prostate of Section 8) HT Prostate shall retain the
  right to market and utilize any Products and Ablatherm Related Devices
  purchased from EDAP during the term of this Agreement and any Products or
  Ablatherm Related Devices manufactured by HT Prostate pursuant to, and in
  accordance with the terms of, any manufacturing rights it may receive under
  Section 5.  Each party’s rights and obligations under this Section 9.3
  and Sections 3.8, 9.4, 10, 11 and 13 shall survive any termination of this
  Agreement, as shall any other rights and obligations which the parties herein
  expressly agree shall survive such termination.  

  






11





















 




	
  9.4.

  	
  Disclaimer of Warranties.  EXCEPT AS OTHERWISE EXPRESSLY
  SET FORTH IN SECTION 2 AND SECTION 6.3 OR EXCEPT AS OTHERWISE STATED HEREIN,
  NO EDAP PARTY, ANY OF THEIR RESPECTIVE AFFILIATES, THIRD-PARTY VENDORS,
  CONTRACTORS, OR TECHNOLOGY SUPPLIERS, OR ANY OF THE FOREGOING PERSONS’ RESPECTIVE
  DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY
  TO HT PROSTATE OR ANY OTHER PERSON AS TO THE ABLATHERM, ABLAPAK, OR ANY
  ABLATHERM RELATED DEVICE OR ANY CONSUMABLE RELATED THERETO (INCLUDING, IN
  EACH CASE, ANY SOFTWARE THEREIN OR USED IN CONNECTION THEREWITH), WHETHER
  EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
  FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT, OR ANY
  WARRANTY REGARDING THE USE OF OR INABILITY TO USE, OR THE RESULTS OF, THE
  ABLATHERM, ABLAPAK, ANY ABLATHERM RELATED DEVICE AND ANY CONSUMABLE RELATED
  THERETO (INCLUDING, IN EACH CASE, ANY SOFTWARE THEREIN OR USED IN CONNECTION
  THEREWITH) OR ANY WARRANTY THAT THEY WILL CONFORM TO ANY DESCRIPTION THEREOF,
  BE FREE OF ERRORS OR DEFECTS OR PERFORM ANY DESIRED OPERATIONS OR
  FUNCTIONS.  HT PROSTATE AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY
  PROVIDED HEREIN OR AS EXPRESSLY SET FORTH IN SECTION 2 AND SECTION 6.3, THE
  ABLATHERM, ABLAPAK, OR ANY ABLATHERM RELATED DEVICE OR ANY CONSUMABLE RELATED
  THERETO (INCLUDING, IN EACH CASE, ANY SOFDTWARE THEREIN OR USED IN CONNECTION
  THEREWITH) ARE PROVIDED ON AN “AS IS” BASIS AT HT PROSTATE’S SOLE RISK. 
  FURTHER, WITHOUT LIMITING THE WARRANTIES EXPRESSELY STATED HEREIN, EACH EDAP
  PARTY EXPRESSLY DISCLAIMS, AND HT PROSTATE WAIVES, ANY AND ALL IMPLIED
  WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND
  FITNESS FOR A PARTICULAR PURPOSE.

  
	
   

  	
   

  
	
  10.

  	
  Indemnification. 

  
	
   

  	
   

  
	
  10.1.

  	
  Indemnification by EDAP.  Subject to the terms and
  conditions of this Section 10, EDAP agrees to indemnify and hold harmless HT
  Prostate, including any of its directors, officers, employees or agents (the
  “HT Prostate Indemnified Parties”) from and against any and all Losses
  resulting from any third-party claim arising from a breach of any of the
  representations and warranties or covenants of any EDAP Party contained in
  this Agreement.

  
	
   

  	
   

  
	
  10.2.

  	
  Indemnification by HT Prostate.  Subject to the terms and
  conditions of this Section 10, HT Prostate agrees to indemnify and hold
  harmless each EDAP Party, including any of its directors, officers, employees
  or agents (the “EDAP Indemnified Parties”) from and against any and
  all Losses resulting from any third- party claim arising from a breach of any
  of the representations and warranties or covenants of HT Prostate contained
  in this Agreement.

  
	
   

  	
   

  
	
  10.3.

  	
  Indemnification for Product Liability
  Claims. 
  Subject to Section 6.3:

  
	
   

  	
   

  
	
   

  	
  (a)
  each of the EDAP Parties will also indemnify and hold harmless the HT Prostate
  Indemnified Parties, against all Losses arising from any claims, threatened
  or actual, for product liability,  including product liability claims
  brought under the Employee Retirement Income Security Act of 1974 (each, a “Product
  Liability Claim”) in so far as such Losses result from (i) subject in
  each case to the exceptions to EDAP’s warranty in Section 6.3, the
  failure of a Product or Ablatherm Related Device to operate in accordance
  with the specifications therefor, (ii) a material defect in the design
  or manufacture by any EDAP Party of any such Product or device,
  (iii) the servicing or repair by any EDAP Party, any Trainer or any
  technician trained by a Trainer in accordance with the Training Program of
  the Products or any Ablatherm Related Device relating thereto, (iv) the
  training by EDAP of the Trainers or (v) actions or omissions directly
  attributable to any EDAP Party; and

  
	
   

  	
   

  
	
   

  	
  (b) HT
  Prostate will also indemnify and hold harmless the EDAP Indemnified Parties,
  against all Losses arising from any Product Liability Claim in so far as such
  Losses result from (i) the manufacture or modification by HT Prostate or any
  of its affiliates of the Products, any Ablatherm Related Device or repair
  parts relating thereto, (ii) the servicing or repair by any person or
  any Product, Ablatherm Related Device 

  






12





















 




	
   

  	
  or
  repair parts other than as authorized by EDAP, (iii) the marketing,
  distribution or installation of any Product or Ablatherm Related Devices in
  the Territory, (iv) the training of any technicians, other than the
  Trainers, for servicing, repair or use of the Products or the Ablatherm
  Related Devices to the extent such training was not in accordance with the
  Training Program, (v) any use by HT Prostate or any of its customers or
  transferees of any Product or Ablatherm Related Device other than in
  accordance with the labeling therefore, (vi) failure to properly
  maintain any such Product or device or to properly train any user of any such
  Product or device or (vii) actions or omissions directly attributable to
  HT Prostate or any of its affiliates, employees or sub-distributors.

  
	
   

  	
   

  
	
   

  	
  For
  avoidance of doubt, the parties hereby agree that the indemnification rights
  and obligations set forth in this Section 10.3 shall be the sole
  indemnifications rights and obligations of the parties in relation to any
  Product Liability Claim.

  
	
   

  	
   

  
	
  10.4.

  	
  IP Claims.  In regards to any third party
  claim, action or demand relating to use by HT Prostate of the EDAP IP in
  accordance with the terms hereof in the event that any such intellectual
  property in the opinion of EDAP is likely to or does become the subject of a
  claim, action, suit or other proceeding EDAP shall at its option and expense,
  procure for HT Prostate the right to continue using such intellectual property,
  modify the intellectual property to make it non infringing or substitute
  intellectual property of similar capability.  

  
	
   

  	
   

  
	
  10.5.

  	
  Each
  party’s indemnification obligations under this Section 10 are conditioned on
  the indemnified party’s giving the indemnifying party (a) prompt written
  notice of any claim for which indemnification is sought; (b) complete control
  of the defense and settlement of such claim if requested by the indemnifying
  party; and (c) assistance and cooperation in such defense as the indemnifying
  party may reasonably request; provided, that reasonable out-of-pocket
  expenses incurred by the indemnified party in connection with such assistance
  shall be reimbursed promptly by the indemnifying party.  

  
	
   

  	
   

  
	
  10.6.

  	
  This
  indemnity shall survive the termination of this Agreement.

  
	
   

  	
   

  
	
  10.7.

  	
  Each of
  EDAP on the one hand, and HT Prostate on the other, must maintain, at its own
  cost, product liability insurance from an insurance carrier acceptable to the
  other with respect to the Products and Ablatherm Related Devices sold and/or
  used in the Territory in an amount and form acceptable by the other until
  such date as HT Prostate notifies EDAP that no Products or Ablatherm Related
  Devices purchased or manufactured by HT Prostate pursuant to this Agreement
  are being used in the Territory and for a 10 year period following such date.
  Each party shall use commercially reasonable efforts to include the other as
  an “also insured” party on such product liability insurance and deliver to
  the other party a certificate of insurance from its insurance carrier
  confirming such coverage prior to the shipment of the first Product in
  accordance with Section 6.1(d) and thereafter within sixty (60) days of the
  annual renewal of such policy.. 

  
	
   

  	
   

  
	
  10.8.

  	
  Notwithstanding
  any other provision of the Agreement, the foregoing states the entire
  liability and obligation of each party with respect to claims of infringement
  of any intellectual property made by third parties arising under or related
  to this Agreement.

  
	
   

  	
   

  
	
  10.9.

  	
  Limitation of Liability.  EXCEPT WITH RESPECT TO CLAIMS
  UNDER SECTION 10 AND 11 OR CLAIMS RESPECTING GROSS NEGLIGENCE OR WILLFUL
  MISCONDUCT, IN NO EVENT SHALL ANY PARTY OR ITS AFFILIATES, THIRD PARTY
  VENDORS, CONTRACTORS OR TECHNOLOGY SUPPLIERS OR ANY OF THEIR RESPECTIVE
  DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL,
  INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING
  IN ANY MANNER TO THIS AGREEMENT OR USE OF OR INABILITY TO USE THE ABLATHERM,
  ABLAPAK, OR ANY ABLATHERM RELATED DEVICE OR ANY CONSUMABLE RELATED THERETO
  (INCLUDING, IN EACH CASE, ANY SOFTWARE THEREIN OR USED IN CONNECTION
  THEREWITH), REGARDLESS OF THE FORM OF ACTION (INCLUDING NEGLIGENCE AND STRICT
  LIABILITY), WHETHER OR NOT SUCH PERSONS HAVE BEEN ADVISED OF OR ANTICIPATED
  THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES COULD
  HAVE BEEN FORESEEN.

  






13





















 




	
  11.

  	
  Confidentiality.  

  
	
   

  	
   

  
	
   

  	
  (a)        Each
  party acknowledges that it may be given access to confidential information (“Confidential
  Information”) of the other disclosed during the term of this Agreement,
  including ideas, trade secrets, procedures, methods, systems, concepts,
  technology, program code, source code, user interfaces, displays, file
  layouts, algorithms, inventions, technical know-how improvements, data,
  files, information relating to suppliers and customer identities and lists,
  records, business and marketing plans, user, training and operational
  manuals, printed collateral documentation and all similar information and
  other proprietary property of the parties, whether disclosed orally or in
  writing or by any other media.  Notwithstanding the foregoing, upon
  disclosure of a referral customer under the terms of this Agreement, such
  customer shall no longer be deemed confidential or a trade secret of the
  referring party in regards to the party to whom it was disclosed.  Each
  party (the “Receiving Party”) acknowledges that the Confidential
  Information of the other party (the “Disclosing Party”) contains
  valuable trade secrets and other proprietary information of the Disclosing
  Party and that any such Confidential Information will remain the sole and
  exclusive property of the Disclosing Party.

  
	
   

  	
   

  
	
   

  	
  (b)        Each
  party will use the Confidential Information provided hereunder only for
  purposes directly related to the purpose for which it was provided and will
  further restrict disclosure of Confidential Information solely to its
  officers, employees and consultants with a need to know and who have agreed
  to be bound by the terms of this Section 9.  Neither party will disclose
  such Confidential Information to any other parties, and will otherwise
  protect the Confidential Information with no less restrictive measures than
  it uses to protect its own Confidential Information which measures shall in
  no event be less than reasonably prudent measures.  Information will not
  be deemed “Confidential Information” if such information: (a) was in the
  public domain at the time it was communicated to the Receiving Party; (b)
  becomes generally available to the public other than as result of a
  disclosure by the Receiving Party; (c) is rightfully communicated to the
  Receiving Party free of any obligation of confidence subsequent to the time
  it is communicated to the Receiving Party pursuant to this Agreement; (d) is
  independently developed or acquired by the Receiving Party without violation
  of this Agreement or (e) was in the Receiving Party’s possession free of any
  obligation of confidence at the time it was communicated to the Receiving Party
  pursuant to this Agreement.

  
	
   

  	
   

  
	
   

  	
  (c)        Notwithstanding
  the above, the Receiving Party shall not be in violation of this Section 11
  with regard to a disclosure that was in response to a valid order by a court
  or other governmental body; provided that the Receiving Party provides
  the Disclosing Party with prompt written notice of such required disclosure
  where reasonably possible in order to permit the Disclosing Party to seek
  confidential treatment of such Confidential Information; and provided,
  further that the disclosure is made only to the extent required by the
  applicable order. The obligations of confidentiality with respect to a trade
  secret under applicable law shall continue until such information or data
  ceases to be a trade secret under applicable law and with respect to all
  other Confidential Information continue for the term of this Agreement and
  ten (10) years thereafter, or such longer period as may be required by
  applicable United States federal or state laws.  

  
	
   

  	
   

  
	
  12.

  	
  Warrants.

  
	
   

  	
   

  
	
  12.1.

  	
  Warrants. 
  (a)        As additional
  consideration for the time, expense and effort HT Prostate shall expend in
  obtaining PMA from the FDA for the Products and any Ablatherm Related Device
  and for distribution by HT Prostate of certain lithotripters (as described
  more fully in a separate agreement between the parties), on January 28, 2005
  Parent Corporation shall issue to HT Prostate 1,000,000 warrants (bons de souscription d’actions) (the “Warrants”),
  each of which shall entitle the owner thereof to purchase from Parent
  Corporation one newly-issued ordinary share of the Parent Corporation at a
  price of U.S. $1.50 per share subject to the terms and restrictions set forth
  in the Escrow Agreement (including restrictions on transferability of the
  Warrants and any ordinary shares resulting from the exercise thereof). 
  The Warrants shall be issued pursuant to the terms set forth in a resolution
  of the Board of Directors of the Parent Corporation, substantially in the
  form set forth as Exhibit A (the “Board of Directors Resolution”), in
  accordance with the authority granted to the Board of Directors in respect of
  such issuance pursuant to the resolution of the shareholders of the Parent
  Corporation, dated January 29, 2004 (a copy of which is attached hereto as
  Exhibit B).

  






14





















 




	
   

  	
  (b)        At
  any time following the occurrence of any of the events described in the Board
  of Directors Resolution (each, a “Warrant Exercise Milestone”), HT
  Prostate shall be entitled to exercise an amount of Warrants equal to the
  amount set forth therein corresponding to such Warrant Exercise Milestone, in
  each case subject to the terms, procedures and restrictions set forth in the
  Escrow Agreement and the Board of Directors Resolution.

  
	
   

  	
   

  
	
   

  	
  (c)        The
  parties hereby agree that promptly following the occurrence of any Warrant
  Exercise Milestone, each of HT Prostate and Parent Corporation shall execute
  and deliver to the other party and to the Escrow Agent a written
  acknowledgement that such Warrant Exercise Milestone has occurred, which
  acknowledgement shall be substantially in the form set forth as Exhibit C.

  
	
   

  	
   

  
	
  13.

  	
  General.  

  
	
   

  	
   

  
	
  13.1.

  	
  Force Majeure.  Neither party hereto shall be
  responsible for any failure to perform its obligations under this Agreement
  (other than obligations to pay money) if such failure is caused by acts of
  God, force majeure, strikes, revolutions, lack or failure of electrical or
  telecommunications facilities, including failure of the public Internet, laws
  or governmental regulations or other causes that are beyond the reasonable
  control of such party; provided, however, that the party suffering
  such delay notifies the other party of the delay within a reasonable period
  after it learns of the delay.  

  
	
   

  	
   

  
	
  13.2.

  	
  Governing Law.  This Agreement will be construed
  and enforced in accordance with the laws of the State of Georgia.  

  
	
   

  	
   

  
	
  13.3.

  	
  Severability.  If any one or more provisions of
  this Agreement shall be held by a court of competent jurisdiction to be
  illegal, invalid, unenforceable, or void, the remainder of this Agreement
  shall remain in full force and effect.

  
	
   

  	
   

  
	
  13.4.

  	
  Amendment.  This Agreement may be amended or
  supplemented only by a writing that refers specifically to this Agreement and
  is signed by duly authorized representatives of all parties.  

  
	
   

  	
   

  
	
  13.5.

  	
  Waiver.  Any failure of an EDAP Party or
  HT Prostate to comply with any obligation, provision or condition herein may
  be waived by HT Prostate or the EDAP Parties, respectively, only by a written
  instrument signed by the party granting such waiver, but such waiver shall
  not operate as a waiver of, or estoppel with respect to, any subsequent or
  other failure.  

  
	
   

  	
   

  
	
  13.6.

  	
  Notices.  All notices required to be sent
  by any party under this Agreement shall be in writing and deemed given: 
  (a) three (3) business days after being sent by commercial overnight
  courier with written verification of receipt; or (b) when received after
  being mailed postage prepaid by certified or registered mail, return receipt
  requested to the party to be notified, at the respective addresses set forth
  on the signature page below, or at such other address which may hereinafter
  be designated in writing.  

  
	
   

  	
   

  
	
  13.7.

  	
  Successors and Assigns.  This Agreement and the rights,
  duties and obligations arising hereunder shall be binding upon and inure to
  the benefit of the parties and to their respective successors and permitted
  assigns.  Neither HT Prostate nor any EDAP Party may assign this
  Agreement or its rights, duties or obligations hereunder without the prior
  written consent of the EDAP Parties or HT Prostate, respectively, such
  consent not to be unreasonably withheld or delayed, and any prohibited
  assignment of this Agreement shall be null and void; provided, however
  that, except as otherwise provided herein, any party may assign its rights,
  duties or obligations hereunder to the successor of its business in
  connection with a merger, acquisition or another event resulting in the sale
  of all, or substantially all, of the stock or assets of such party.  

  
	
   

  	
   

  
	
  13.8.

  	
  Relationship.  The relationship between the
  EDAP Parties, on the one hand, and HT Prostate, on the other hand, under this
  Agreement shall be that only of an independent contractor.  Nothing
  contained in this Agreement shall be construed as creating or deemed to
  create the relationship of employer and employee, a partnership, a joint
  venture, agency or other association between the EDAP Parties and HT
  Prostate.Each

  






15





















 




	
   

  	
  party
  agrees at all times to comply with all applicable laws and regulations in its
  performance of this Agreement.  Nothing in this Agreement, expressed or
  implied, confers on any person other than the parties hereto (or their
  successors and permitted assigns), any rights, remedies, obligations or
  liabilities.

  
	
   

  	
   

  
	
  13.9.

  	
  Customers.  Each party acknowledges that
  upon its entering into an agreement with a customer, the contractual
  agreement shall be exclusively between the customer and the contracting
  party.  The termination of any contractual agreement between the
  customer and such party, if any, shall have no effect on the ongoing
  relationship of such customer and the other parties.1

  
	
   

  	
   

  
	
  13.10.

  	
  Entire Agreement.  This Agreement, the Escrow
  Agreement and any attachments hereto or thereto (all of which are
  incorporated herein by reference), when executed constitutes the entire
  agreement between the parties and supersedes any prior, collateral or
  contemporaneous negotiations, representations and agreements, oral or
  written, between the parties with respect to the subject matter hereof, including
  all representations made by each party which induced the other party, or
  parties to enter into this Agreement.  This Agreement may be executed in
  one or more counterparts, each of which when executed shall be deemed to be
  an original, but all of which taken together shall constitute one and the
  same instrument.  The Section headings and captions used in this
  Agreement are included merely for convenience of reference and are not to be
  considered part of, or to be used in the interpretation of the Agreement. 
  

  
	
   

  	
   

  
	
  13.11.

  	
  Dispute Resolution.

  
	
   

  	
   

  
	
   

  	
  (a)        Any
  dispute between HT Prostate and any EDAP Party arising out of or in
  connection with or relating to this Agreement (or any agreements or documents
  delivered by the parties hereto pursuant to the terms of this Agreement) or
  any alleged breach hereof may, at the option of either HT Prostate or such
  EDAP Party, be submitted for discussion and possible resolution by senior
  officers of HT Prostate and such EDAP Party, as designated by their respective
  chief executive officers.

  
	
   

  	
   

  
	
   

  	
  (b)        All
  disputes arising out of or in connection with or relating to this Agreement,
  including those pertaining to the validity, interpretation, construction or
  breach hereof or of any legal obligation owed or claimed to be owed by any
  party hereto to any other party hereto, that is not otherwise amicably
  settled between the parties shall exclusively be resolved by arbitration
  between EDAP and HT Prostate pursuant to the Commercial Arbitration Rules of
  the American Arbitration Association (the “Rules”), with the
  arbitration to be conducted in the English language and taking place in New
  York, New York, United States of America.

  
	
   

  	
   

  
	
   

  	
  (c)        The
  arbitral tribunal shall be composed of three arbitrators appointed in
  accordance with the Rules.  The Chairman of the arbitral tribunal shall
  be nominated by the two arbitrators nominated respectively by the Parent
  Corporation and HT Prostate, and if they fail to agree upon such Chairman
  within 30 days after the second arbitrator has been appointed, such Chairman
  shall be appointed by the American Arbitration Association.  No
  arbitrator shall be or have been a present or past employee, officer,
  director, legal counsel, consultant or agent of either party or its affiliates. 
  All arbitrators shall be of legal education, unless the parties agree
  otherwise at the time.  Unless prohibited or restricted by applicable
  law, each party agrees to provide to the arbitrators and the other party,
  subject to a strict confidentiality agreement, such documents, other
  evidence, witness testimony as may reasonably be requested by the other party
  and as are relevant to the issues being arbitrated.  The arbitrators may
  restrict or terminate discovery requests that they conclude are unreasonable,
  unduly burdensome or not relevant to the issues being arbitrated.  Such
  discovery shall occur during a reasonable time period.  The arbitrators
  shall not have the power to act as “amiable compositeurs” with respect to any
  dispute submitted to such arbitration, but rather shall make their decision
  based on their understanding and interpretation of the applicable law and
  facts.  The fees and disbursements of the arbitrators shall be allocated
  between the disputing party and the other party to the dispute in the same
  proportion that the disputed items so submitted to the arbitrators that are
  unsuccessfully disputed by each (as finally determined by the arbitrators)
  bears to the total amount of all disputed items so submitted. 
  Notwithstanding any provision of this Agreement to the contrary, (i) any
  party shall be entitled to seek a judicial order for interim relief to the
  extent necessary to safeguard the 

  
	
   

  
	
   

  






16





















 




	
   

  	
  property
  that is the subject matter of an arbitration proceeding hereunder, and
  (ii) judgment upon the award rendered in any arbitration proceeding
  hereunder may be entered in any court having jurisdiction or application may
  be made to such court in a judicial acceptance of the award and an order by
  enforcement, as the case may be.  

  
	
   

  	
   

  
	
   

  	
  (d)        The
  arbitrators shall have no authority to award punitive, consequential or
  incidental damages nor any other damages not measured by the prevailing
  party’s actual damages.  Furthermore, either party, before or during any
  arbitration, may apply to a court having jurisdiction for a temporary
  restraining order or preliminary injunction where such relief is necessary to
  protect its interests pending completion of the arbitration
  proceedings.  

  
	
   

  	
   

  
	
   

  	
  (e)        Notwithstanding
  any other provision in this Section 13.11 to the contrary, either party
  may bring court proceedings or claims against the other as part of separate
  litigation commenced by an unrelated third party.

  
	
   

  	
   

  
	
  13.12.

  	
  Currency.  All transactions between EDAP
  and HT Prostate pursuant to this Agreement shall be consummated with United
  States dollars.

  






Signatures on following page


17





















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




	
  “HT Prostate”

  	
  “EDAP”

  
	
   

  	
   

  
	
  HT
  PROSTATE THERAPY MANAGEMENT

  COMPANY, LLC

  	
  EDAP
  TMS S.A.

  
	
   

  	
   

  
	
  By: /s/
  Argil J. Wheelock

  	
  By: /s/
  Philippe Chauveau

  
	
   

  	
  
  

  

  

  	
   

  	
   

  	
  
  

  

  

  	
   

  
	
   

  	
  Argil
  J. Wheelock, M.D., CEO

  	
   

  	
   

  	
  Philippe
  Chauveau, Chairman and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:  

  	
  1841
  West Oak Parkway

  	
  Address:

  	
  4-6 rue
  du Dauphiné

  
	
   

  	
  Suite A

  	
   

  	
  69120
  Vaulx-en-Velin

  
	
   

  	
  Marietta,
  GA  30062

  	
   

  	
  FRANCE

  
	
   

  	
   

  
	
  Telephone
  No.: 770-419-0691

  	
  Telephone
  No.: +33 4 72 15 31 50

  
	
  Facsimile
  No.:  770-419-9490

  	
  Facsimile
  No.:  +33 4 72 15 31 51

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDAP
  S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   
  /s/ Hugues de Bantel

  
	
   

  	
   

  	
  
  

  

  

  	
   

  
	
   

  	
   

  	
  Hugues
  de Bantel, President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  4-6 rue
  du Dauphiné

  
	
   

  	
   

  	
  69120
  Vaulx-en-Velin

  
	
   

  	
   

  	
  FRANCE

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone
  No.: +33 4 72 15 31 50

  
	
   

  	
  Facsimile
  No.:  +33 4 72 15 31 51

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TECHNOMED
  MEDICAL SYSTEMS S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Hugues de Bantel

  	
   

  
	
   

  	
   

  	
  
  

  

  

  	
   

  
	
   

  	
   

  	
  Hugues
  de Bantel, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:  

  	
  4-6 rue
  du Dauphiné

  
	
   

  	
   

  	
  69120
  Vaulx-en-Velin

  
	
   

  	
   

  	
  FRANCE

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone
  No.: +33 4 72 15 31 50

  
	
   

  	
  Facsimile
  No.:  +33 4 72 15 31 51

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






18





















Schedule
A


The Ablatherm Marks


               ABLATHERM



               ABLAPAK


               ABLASONIC


19





















Schedule
B


Technical Specifications for the
Products


[***************]


[The omitted portion consists of
eight (8) pages]


20





















Schedule
C


2004 Ablatherm Distributors Price
List


 





 


 


ABLATHERM:
DISTRIBUTOR MAJOR SPARE PARTS LIST


 


 


TECHNICAL CALCULATOR / CALCULATEUR
TECHNIQUE


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Supply
  Module / Alimentation

  	
   

  	
  223066

  	
   

  	
  **********

  	
   

  
	
  CPU PC 104
  Board / Carte CPU PC 104

  	
   

  	
  222606

  	
   

  	
  **********

  	
   

  
	
  Interface
  Board / Carte Interface

  	
   

  	
  222601

  	
   

  	
  **********

  	
   

  
	
  IEEE Board /
  Carte IEEE

  	
   

  	
  222607

  	
   

  	
  **********

  	
   

  
	
  A Mode Board
  / Carte Mode A

  	
   

  	
  222605

  	
   

  	
  **********

  	
   

  
	
  I/O Board /
  Carte I/O

  	
   

  	
  224540

  	
   

  	
  **********

  	
   

  
	
  I/O Rack /
  Rack E/S

  	
   

  	
  223308

  	
   

  	
  **********

  	
   

  



 


SHOOTING UNIT / ENSEMBLE DE TIR


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Case of
  Probes / Valise de Sondes

  	
   

  	
  223048

  	
   

  	
  **********

  	
   

  



 


COOLING UNIT / GROUPE FROID


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Cooling Tank
  / Bac de Refroidissement

  	
   

  	
  220516

  	
   

  	
  **********

  	
   

  
	
  Pump / Pompe

  	
   

  	
  223316

  	
   

  	
  **********

  	
   

  
	
  PT 100 Probe
  / Sonde PT 100

  	
   

  	
  223016

  	
   

  	
  **********

  	
   

  
	
  Valve 1/4 /
  Vanne 1/4 de Tour

  	
   

  	
  223073

  	
   

  	
  **********

  	
   

  



 


USER INTERFACE / INTERFACE UTILISATEUR


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Movement
  Keyboard / Clavier Mouvement

  	
   

  	
  222799

  	
   

  	
  **********

  	
   

  
	
  Sector
  Keyboard  / Clavier Secteur

  	
   

  	
  223004

  	
   

  	
  **********

  	
   

  
	
  Treatment
  Keyboard / Clavier Traitement

  	
   

  	
  222800

  	
   

  	
  **********

  	
   

  



 


CONTROL MODULE / MODULE DE CONTRÔLE


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Control
  Module Wheel (dia 0.75) / Roue du MDC (dia 0.75)

  	
   

  	
  223091

  	
   

  	
  **********

  	
   

  
	
  Control
  Module Wheel (dia 125) / Roue du MDC (dia 125)

  	
   

  	
  223090

  	
   

  	
  **********

  	
   

  



 

















 


X-Y-Z MOVEMENT / MOUVEMENT X-Y-Z


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Rotation
  System / Platine Rotation

  	
   

  	
  223463

  	
   

  	
  **********

  	
   

  
	
  X Motion
  System (100mm) / Platine Translation X (100mm)

  	
   

  	
  223461

  	
   

  	
  **********

  	
   

  
	
  Z Motion
  System (50mm) / Platine Translation Z (50mm)

  	
   

  	
  223462

  	
   

  	
  **********

  	
   

  
	
  Automotion
  Rack / Rack Automatisme

  	
   

  	
  220507

  	
   

  	
  **********

  	
   

  
	
  IEEE Cable /
  Câble IEEE

  	
   

  	
  223292

  	
   

  	
  **********

  	
   

  
	
  Y Encoder /
  Encodeur Y

  	
   

  	
  222796

  	
   

  	
  **********

  	
   

  
	
  L Encoder /
  Encodeur L

  	
   

  	
  222797

  	
   

  	
  **********

  	
   

  
	
  T Encoder /
  Encodeur T

  	
   

  	
  222795

  	
   

  	
  **********

  	
   

  
	
  Actuator /
  Vérin

  	
   

  	
  223346

  	
   

  	
  **********

  	
   

  



 


ULTRASOUND
RACK / RACK ECHOGRAPHE


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Part Name /
  Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor Prices / Prix Distributeur

  	
   

  
	
  Ultrasound
  Rack / Rack Echographe

  	
   

  	
  217381

  	
   

  	
  **********

  	
   

  



 


POWER
OSCILLATOR / RACK PUISSANCE


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Power
  Amplifier / Amplificateur

  	
   

  	
  223322

  	
   

  	
  **********

  	
   

  
	
  706705 Cable
  / Câble 706705

  	
   

  	
  223639

  	
   

  	
  **********

  	
   

  
	
  712713 Cable
  / Câble 712713

  	
   

  	
  223672

  	
   

  	
  **********

  	
   

  
	
  Calorimeter
  / Calorimètre

  	
   

  	
  220521

  	
   

  	
  **********

  	
   

  
	
  Generator 15
  Mhz / Générateur de Fonction 15 Mhz

  	
   

  	
  223323

  	
   

  	
  **********

  	
   

  
	
  Wattmeter
  Rack / Sous-Ensemble Wattmètre

  	
   

  	
  223324

  	
   

  	
  **********

  	
   

  
	
  Wattmeter /
  Wattmètre

  	
   

  	
  223892

  	
   

  	
  **********

  	
   

  



 


PATIENT SUPPORT UNIT / SUPPORT PATIENT


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Patient
  Movement Detector / Détecteur de Mouvement Patient

  	
   

  	
  223467

  	
   

  	
  **********

  	
   

  
	
  Treatment
  Module Wheel / Roue pour le Module de Traitement

  	
   

  	
  223011

  	
   

  	
  **********

  	
   

  



 

















 


COMPUTER RACK / ENSEMBLE INFORMATIQUE


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Video Frame
  Grabber PC Board / Carte Acquisition Vidéo

  	
   

  	
  223335

  	
   

  	
  ******

  	
   

  
	
  SCSI
  Controller PC Board / Carte Contrôleur SCSI

  	
   

  	
  223337

  	
   

  	
  ******

  	
   

  
	
  Sound PC
  Board / Carte Son

  	
   

  	
  223332

  	
   

  	
  ******

  	
   

  
	
  Keyboard /
  Clavier

  	
   

  	
  223341

  	
   

  	
  ******

  	
   

  
	
  15’’ LCD
  Screen / Ecran LCD 15’’

  	
   

  	
  223329

  	
   

  	
  ******

  	
   

  
	
  Printer /
  Imprimante

  	
   

  	
  218129

  	
   

  	
  ******

  	
   

  
	
  Software /
  Logiciel

  	
   

  	
  223302

  	
   

  	
  ******

  	
   

  
	
  Computer /
  Ordinateur (UC)

  	
   

  	
  223336

  	
   

  	
  ******

  	
   

  
	
  External CD
  Player / Lecteur CD Externe

  	
   

  	
  223338

  	
   

  	
  ******

  	
   

  
	
  ASSY
  Computer / Ordinateur Equipé (UC)

  	
   

  	
  223331

  	
   

  	
  ******

  	
   

  
	
  Mouse /
  Souris

  	
   

  	
  223340

  	
   

  	
  ******

  	
   

  



 


MAINTENANCE TOOLS / OUTILS DE MAINTENANCE


 


	
  Part Name / Désignation

  	
   

  	
  Ref / Code

  	
   

  	
  Distributor
  Prices / Prix Distributeur

  	
   

  
	
  Testing Tank
  / Cuve Test

  	
   

  	
  221840

  	
   

  	
  ******

  	
   

  
	
  Focal Point
  Test Tool / Ensemble Coupelle Point Focal

  	
   

  	
  220549

  	
   

  	
  ******

  	
   

  



 


	
  SALES CONDITIONS

  	
   

  	
  CONDITIONS DE VENTE

  
	
   

  	
   

  	
   

  
	
  WARRANTY

  	
   

  	
  GARANTIE

  
	
  For each order of spare parts under
  warranty, a warranty replacement request will have to be filled in and sent
  to us.

  	
   

  	
  Pour toute commande de pièces au titre de
  la garantie, un formulaire de demande d’échange sous garantie devra être
  complété et nous être adressé.

  
	
   

  	
   

  	
   

  
	
  These prices are without VAT and Ex-Works.

  	
   

  	
  Ces prix sont hors TVA et Départ Usine.

  
	
  Minimum billing: EUR 450.00.

  	
   

  	
  Minimum de commande facturable : 450,00
  EUR.

  
	
  For any order below this amount, order
  processing costs in the amount of EUR 75.00 will be charged. Should you
  hesitate on a reference, please send us a diagram or a description of the
  required part at :

  SAV@edap-tms.fr

  	
   

  	
  Pour toute commande d’un montant inférieur,
  il sera facturé 75,00 EUR de frais de dossier.

  En cas de doute sur une référence, merci de nous adresser un schéma ou un
  plan de la pièce à :

  SAV@edap-tms.fr

  
	
   

  	
   

  	
   

  
	
  Purchase orders to be sent to:

  	
   

  	
  Toute commande de pièces sera adressée à :

  
	
  Carine BUIRON

  	
   

  	
  Carine BUIRON

  
	
   

  	
   

  	
  Téléphone : 33 (0)4 72 15 31 50

  



 

















 


	
  Telefax Nr.: 33 (0)4 72 15 31 51

  	
   

  	
  Fax : 33 (0)4 72 15 31 51

  
	
  E-mail: CBuiron@edap-hifu.com

  	
   

  	
  E-mail : CBuiron@edap-hifu.com

  
	
   

  	
   

  	
   

  
	
  Only confirmed and written orders with an
  order number (mail, fax or e-mail) will be entered.

  	
   

  	
  Seules les commandes écrites avec un numéro
  de commande (fax, courrier ou e-mail) seront traitées.

  
	
   

  	
   

  	
   

  
	
  For economic or technical reasons, the
  prices and references can be modified at anytime.

  	
   

  	
  Les prix et références peuvent être
  modifiés à tout moment pour des raisons économiques ou techniques.

  



 





















Exhibit
A


Form of Resolution of Board of Directors of
EDAP TMS S.A.


 


EDAP TMS S.A.


Limited Company with capital of [•] Euros


Registered office:  Parc d’activité La Poudrette Lamartine


4, rue du Dauphiné


69120 Vaulx-en-Velin (France)


RCS:  Lyon B 316 488 204


 


MEETING MINUTES OF THE


BOARD OF DIRECTORS


ON 28 JANUARY 2005


 


[ January 28 ], 2005, at
[          ] hours, the
members of the Board of Directors of EDAP TMS S.A. (the “Company”) met [ with
the registered office ], on convocation of the President of the Board of
Directors carried out in accordance with the statutes of the Company, in order
to deliberate the agenda of the next day:


 


1.     Approval of the official report of the
meeting of the Board of Directors on [date ]


2.     Emission of share warrants for the profit
of HT Prostate Therapy Management Company L.L.C and fixing the methods of these
shares.


3.     Other issues


 


Present and Registered in the Attendance Book:


 


•    Mr. Philippe Chauveau, President of the Board of Directors and General Manager,


•    Mr. Pierre Beysson, Director,


•    Professeur Guy Vallancien, Director,


•    Doctor Karim Fizazi, Director,


•      Mr. Olivier Missoffe, Director, and


•      Siemens France S.A., represented by Mr.
Holger Schmidt.


 


Repesented:


 


•       [•].]


 


Excused absent:


 


•      [•].]


 


Also Present :


 


•    Mr. Hugues de Bantel, President of the Board of Directors of 
Technomed Medical Systems S.A. and EDAP S.A., and


•    Ms. Blandine Confort, General Attachée.


 


The council is chaired by
Mr. Chauveau, President


 


Ms. Blandine Confort is acting, on the request of the President, as
Secretary.


 

















 


Mr. President notes that the quorum is
reached and that the Board can deliberate. A review of the agenda questions is
conducted:


 


1.     Approval of
the minutes of the meeting of the Board of Directors on [ date ] 


 


Mr. President submits to the Board the
official report of the board meeting of [ date ].


 


After having deliberated, the Council,
unanimously, approves the official report on [ date ].


 


2.     Emission of share warrants for the
profit of HT Prostate Therapy Management Company L.L.C and fixing the method of
these shares 


 


The President reminds the Board that the General
Assembly meeting of the shareholders of the Company on January 29, 2004, in the
1st resolution, has, in accordance with the provisions of the L.228-95 article
of the Commercial law, authorized the Board of Directors to carry out the emission,
once or several times, of a maximum of 1,000,000 (a million) share warrants, of
one or more categories, giving the right to subscribe to shares of the Company
at a rate of one stock per share and for a price of 1.50 US dollars, or the
exchange value in euros, per share. It has decided that these shares would be
allotted free to HT Prostate Therapy Management Company L.L.C. and removed the
preferential duty of subscription of the shareholders for these shares and the
stocks to which they give right, and authorized the Council to increase the
Company’s capital accordingly with the exercise of these shares. In addition,
it is delegated to the Council all powers to carry out the emission of the
shares, to stop the characteristics and the methods of exercise, to take
measurements necessary for the reservation of the rights of the shareholders,
to carry out the new issues of capital resulting from their exercise and the
correlative statutory modifications and to generally do what is deemed
necessary.


 


The President points out that the emission of these shares lies within
the scope of the overall agreement reached with the HealthTronics group for the
distribution of Ablatherm in the United States, an signed distribution
agreement (Distribution Agreement) materialized on February [ ], 2004 between
the Company, EDAP S.A., Technomed Medical Systems S.A. and HT Prostate Therapy
Management Company L.L.C.


 


Consequently, it proposes that the Board
establish the methods and issue these 1,000,000 share warrants reserved at HT
Prostate Therapy Management Company L.L.C.


 


After having deliberated on it, the Board,
making use of the authorization and the powers which were delegated to it by
the General Assembly meeting referred to above in the 1st resolution,
unanimously adopts the procedures of the emission of the shares warrants as
follows:


 


	
  1.

  	
   

  	
  Number of Shares

  	
   

  	
  Issue 1,000,000 (one million) autonomous share
  warrants, giving each one the right of subscription to the Company (a
  « share ») divided into seven distinct categories:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  •  200,000 Shares A

  
	
   

  	
   

  	
   

  	
   

  	
  •  200,000 Shares B

  
	
   

  	
   

  	
   

  	
   

  	
  •  100,000 Shares C

  
	
   

  	
   

  	
   

  	
   

  	
  •  100,000 Shares D

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  •  100,000 Shares E

  
	
   

  	
   

  	
   

  	
   

  	
  •  100,000 Shares F

  
	
   

  	
   

  	
   

  	
   

  	
  •  200,000 Shares G.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Title holder

  	
   

  	
  The shares are reserved by HT Prostate Therapy
  Management Company L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Price of subscription

  	
   

  	
  The issue is free .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Date of issue

  	
   

  	
  January 28,
  2005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.   Dates of exercice

  	
   

  	
  In accordance with the Distribution Agreement and the trade agreement
  concluded between the Company, its subsidiary companies and HT Prostate
  Therapy Management Company L.L.C., the shares could be exercised at the
  following dates (“milestones”), dependent on the process of obtaining per HT
  Prostate Therapy Management Company L.L.C. of “Pre-Market Approval” (“PMA”)
  validation of Ablatherm by the American “Food and Drug Administration”
  (“FDA”) and acquisition by HT Prostate Therapy Management Company L.L.C. or
  any other HealthTronics Company (such as this term is defined in paragraph 10
  below) lithotriteurs:

  
	
   

  	
  •

  	
  Shares
  A will be exercisable, within the scope of work by HT Prostate Therapy
  Management Company L.L.C. of clinical trials for Ablatherm, as from the date
  of the last follow-up of the last patient of the clinical trial Ablatherm led
  by HT Prostate Therapy Management Company L.L.C., within the framework of a
  “IDE” (“Investigational Device Exemption”). It is understood by “last
  follow-up of the last patient” that this is the last evaluation such as
  defined in the protocol of the test concerned for constitution of the
  clinical file of first tender of PMA;

  
	
   

  	
  •

  	
  Shares
  B will be exercisable from the tender by HT Prostate Therapy Management
  Company L.L.C. with the FDA filing of the homologation PMA (“Pre-Market
  Approval Application”) relating to Ablatherm, complete, in final form and in
  conformity with the requirements of the FDA;

  
	
   

  	
  •

  	
  Shares
  C will be exercisable at their issue, [HT Prostate Therapy Management Company
  L.L.C.] [or, if necessary: [•] [ name of
  the  HealthTronics company carrying
  out the purchase], having

  



 

















 


	
   

  	
   

  	
  purchased
  along with the company and its subsidiaries [indicate, if necessary, the
  company or the subsidiary of the company that HT Prostate bought
  lithotriteurs from during 2004] more than four (4) lithotriteurs during 2004,

  
	
   

  	
  •

  	
  Shares
  D will be exercisable as of January 1, 2006 in the event of the purchase of
  the Company or its subsidiaries, by HT Prostate Therapy Management Company
  L.L.C. or any other  HealthTronics
  Company, of at least four (4) lithotriteurs during 2005,

  
	
   

  	
  •

  	
  Shares
  E will be exercisable as of January 1, 2007 in the event of the purchase of
  the Company or its subsidiaries, by HT Prostate Therapy Management Company
  L.L.C. or any other  HealthTronics
  Company, of at least four (4) lithotriteurs during 2006,

  
	
   

  	
  •

  	
  Shares F will
  be exercisable as of January 1, 2008 in the event of the purchase of the
  Company or its subsidiaries, by HT Prostate Therapy Management Company L.L.C.
  or any other  HealthTronics Company,
  of at least four (4) lithotriteurs during 2007,

  
	
   

  	
  •

  	
  Shares
  G will be exercisable from the receipt by HT Prostate Therapy Management
  Company L.L.C. written confirmation from the FDA of final receipt of the a
  valid PMA (“Pre-Market Approval”) for Ablatherm.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  In
  any event, and in accordance with the provisions of the L.228-95 article of
  the Commercial law, the shares will have to be exerted within five (5) years
  from the date of their issue, that is to say, at the latest, January 28 2010.
  The shares not having been exercised on this date will be null and void and
  lose any validity.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Suspension of exercice

  	
  In the event of new issue of capital, fusion
  or scission of the Company, or any other financial transaction of the Company
  comprising a preferential duty of subscription or a priority right of the
  shareholders, the board of directors of the Company will be able to suspend,
  for a maximum of three months, the exercise of the shares, subject to the
  rules relating to the reservation of the rights of the stockholders. In this
  case, the Company will inform preferred stockholders of the date on which the
  exercise of the shares will be suspended and of the date on which it will
  begin again.

  



 

















 


	
  7. Exercise right of subscription

  	
  HT Prostate Therapy Management Company L.L.C. will
  have the ability to subscribe at a rate of 1 (one) stock of 0.13 euro each at
  face value issued by the Company, for 1 (one) share executed, at the price of
  1.50 US dollar (a dollar fifty), or its exchange value in euros at the date
  of subscription, per stock.

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  subscriptions of stock of the Company gives right to the shares at the time
  of their exercise to be registered. The price of subscription referred to
  above will have to be deposited completely in cash at the Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8. Possesion of new stock

  	
  New
  stock issued as the result of the exercise of stocks will be subjected to all
  the provisions of the statutes of the Company and carry benefits the first
  day of the accounting period during which they will have been subscribed.
  They will have rights, starting on this date and with stocks of the later
  exercises, of the same dividends (on the basis of face value) as that which
  could be distributed with the other stocks carrying the same benefits.

  
	
   

  	
   

  	
   

  
	
   

  	
  They
  will be, consequently, entirely comparable to the stocks, after payment of
  the dividend, with the preceding exercise or, if it were not distributed by
  it, after the annual assembly session ruling on the aforementioned exercise.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.  Protection
  of the stockholders

  	
  In
  accordance with the L.225-153 article of the Commercial law, as long as there
  are valid and non-exercises shares:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  the
  Company avoids depreciating its capital and modifying the distribution of the
  benefit; however, the Company can create stocks with priority dividend
  without voting rights on the condition under the conditions contained in
  L.225-154 of the Commercial law;

  
	
  •

  	
  in
  the event of reduction of capital moved by losses and realized by the
  reduction in the par value or the number of stocks, the rights of the
  stockholders will be reduced accordingly, as long as the aforementioned
  holders had been shareholders as of the date of circulation of the stock.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Moreover,
  in accordance with article L.225-154 of the Commercial law, as long as there
  will be valid and non-exercised shares, the Company will not be able to carry

  



 

















 


	
   

  	
  out
  the issue of shares against cash reserved to the shareholders or the issue of
  other titles comprising a preferential duty of subscription, with
  incorporation of capital reserves, benefit or premiums issue, or the distribution
  of cash reserves, in the condition of reserving the rights of the
  stockholders which would exercise their shares.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  To
  this end, the Company will have, under the conditions described in articles
  171 to 174 of the decree n° 67-236 of March 23, 1967, to allow to the
  stockholders which will exert the application right related to these stocks,
  as the case may be, to subscribe on a purely irreducible basis of the stock
  or new titles or to obtain new stock on a purely free basis, or to receive
  cash or titles similar to the titles distributed in the same quantities or
  proportions, except with regard to the possession, which if they had been
  shareholders at the time of the aforementioned emissions, incorporations or
  distributions; or, in the cases envisioned by the law, to allow them, if they
  wish to take
  part in the operation, to exert their application right.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  For
  any movable issue of securities or another operation comprising a
  preferential duty of subscription reserved for the shareholders, the Company
  will have to inform, as a preamble, the stockholders in writing (in
  accordance with the mentions outlined in article 174-2 of decree n° 67-236 of
  March 23, 1967).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  In
  the event of absorption of the Company by another company, of fusion with one
  or more other companies in a new company, or of scission by contribution of
  existing or new companies, the holders of the scrip Certificates will be able
  to subscribe to the stock of the surviving company or new or the associated
  companies of the scission under the same conditions as those outlined for the
  origin, except carrying out the adjustments made necessary by fusion or the
  scission in accordance with article L.225-156 of the Commercial law.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  When,
  because of the one of the situations mentioned above, the stockholders
  presenting their stocks have right to a number of actions because of this
  severed union, which will be presented in cash. In accordance with the
  provisions of article 174-5 of the decree n° 67-236 of March 23, 1967, this
  payment will be equal to the new value resulting from the severed union by
  the 

  



 

















 


	
   

  	
   

  	
   

  	
  value
  of the action calculated on the basis of stockholders’ equity of the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Restrictions of Transfer

  	
  The
  shares could be transferred by HT Prostate Therapy Management Company L.L.C.
  only to companies controlled by HT Prostate Therapy Management Company
  L.L.C., which control HT Prostate Therapy Management Company L.L.C., or which
  are controlled by the same company as HT Prostate Therapy Management Company
  L.L.C., concept of control being defined by detention, direct or indirect, of
  the majority of the voting rights (these companies are collectively indicated
  as the “HealthTronics Companies”). The HealthTronics Companies thus become
  titleholders of shares and will be, in turn, prohibited to transfer their
  shares, except with HT Prostate Therapy Management Company L.L.C. or at other
  HealthTronics Companies.

  



 


Moreover, in order to comply with American
legal provisions relating to transferable securities, shares, as well as the
stocks which will be issued as a result of their exercise, these will be
subject to sequestration, initially concluded near the company euro
Transmitters Finances which ensures the stocks of the Company, under the terms
of a contract of sequestration of which a copy is appended to the present
official report.


 


The Board of Directors may then decide to
carry out without delay the emission of the 1,000,000 shares terms and  allot them to HT Prostate Therapy Management
Company L.L.C.


 


In addition, the Council delegates to its
President the powers necessary to carry put the exercises of shares and the new
issues of resulting capital, and to carry out the modifications necessary of
the statutory clauses relating to the amount of the authorized capital and the
number of stocks which make it up.


 


After having discussed all on the agenda, the
meeting is adjourned at [  ] hour.


 


Aforementioned included, this official report
is drawn up and signed, after review, by the President and an administrator.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Président

  	
   

  	
  Administrator

  



 












 








 


EDAP TMS S.A.


Limited Company with capital of [•] Euros


Registered office:  Parc d’activité La Poudrette Lamartine


4, rue du Dauphiné


69120 Vaulx-en-Velin (France)


RCS:  Lyon B 316 488 204


 


OPINION OF CONVOCATION


 


Date [•] 2005


 


Sirs,


 


Sirs, the administrators are requested to
attend the board meeting of the company to be held on[ [January 28 ] 2005, at
[? ] hours, at [ with the registered office ], for the purpose of deliberating
on the following agenda:


 


• approval of the minutes of the meeting of the Board of Directors on [?
]


 


• Emission of share warrants for the profit of HT Prostate Therapy
Management Company L.L.C and fixing the methods of these shares


 


• other issues


 


	
   

  	
  President, Board of Directors

  



 












 








Exhibit
B


Resolution of Shareholders of EDAP
TMS S.A. dated January 29, 2004


 


EDAP TMS S.A.


Société anonyme au capital de 1.087.166,73 Euros


Corporate Headquarters : Parc d’activité La Poudrette Lamartine


4, rue du Dauphiné


 69120 Vaulx-en-Velin (France)


316 488 204 RCS LYON


 


EXCERPT OF THE
MINUTES OF THE


EXTRAORDINARY GENERAL
SHAREHOLDERS


MEETING HELD


ON JANUARY 29, 2004


 


(COPY DULY CERTIFIED
BY EDAP TMS’s CHAIRMAN AND C.E.O.)


 


On
January 29 of the year 2004,


At 14:30
p.m.,


 


 


The
shareholders of EDAP TMS, attended an Extraordinary Meeting of Shareholders at
the headquarters of the Company, 4 Rue du Dauphiné - 69120 Vaulx-en-Velin,
France, on notification sent from the Board of Directors, as per statutory
provisions.


 


They
adopted the following resolution:


 


 


“ The shareholders, in
accordance with quorum and majority conditions required by extraordinary
shareholders meetings, and after hearing the Board of Directors’ report and the
Statutory Auditors’ special report:


 


a)              authorize
the Board of Directors to proceed, pursuant to articles L. 228-95 of the French
Commercial Code, in one or several times, to the issuance of a maximum of
1,000,000 (one million) warrants (bons de souscription d’actions), of one or
more categories, each warrant (bon de souscription d’actions) giving
their owners the right to subscribe to one share of the Company of par value
0.13 Euro per share;


 


b)             authorize the Board of Directors to increase the
nominal share capital of the Company by an amount up to 130,000 (one hundred
and thirty thousand) Euros, as a result of the exercise of the subscription
rights attached to the warrants (bons de souscription d’actions), such
increase being subject to, if necessary, additional increases amounting the
nominal amount of extra shares to be issued in favor of the warrants-holders,
in accordance with French law;


 


c)              decide to suppress in favor of the HT Prostate Therapy
Management Company L.L.C. the shareholders’ preferential subscription rights
for all of the warrants (bons de souscription d’actions) to be
issued and decide that HT Prostate Therapy Management Company L.L.C. will be
the sole owner of the right to subscribe to the such warrants (bons de
souscription d’actions), according to the present authorization;


 

















 


d)             decide that the warrants (bons de souscription d’actions)
will be issued to HT Prostate Therapy Management Company L.L.C. without the
payment of any subscription price and that they may be exercised at a price of
1.50 US dollars (one dollar fifty) or its equivalent value in Euros per share;


 


e)              acknowledges that the present issuance of warrants (bons de
souscription d’actions) will result in the waiver, in favor of the
warrants-holders, of the shareholders’ preferential subscription right to the
Company’s ordinary shares resulting from the exercise of these warrants (bons de
souscription d’actions);


 


f)                acknowledges that the warrants (bons de souscription d’actions)
will be allocated in one or several times, within a maximum of one year from
the present decision and decides that they will have to be exercised within
five (5) years from their issuance date, upon satisfaction of conditions or
delays that the Board of Directors may define for each category of warrants (bons de
souscription d’actions).


 


Furthermore, the
Shareholders’ Meeting delegates all powers to the Board of Directors to:


 


a)              proceed with the issuance of the warrants (bons de
souscription d’actions) within the framework and according to the
terms of the present decision.


 


b)             determine the characteristics and terms and conditions
of the exercise of the warrants (bons de souscription d’actions), as for,
but not limited to, the time periods and conditions under which the warrants (bons de
souscription d’actions) may be exercised, the terms of subscription
and the dividend rights attached to the shares to be issued, and, as the case
may be, the suspension of the right to exercise the warrants (bons de
souscription d’actions) during a maximum of three months).


 


c)              implement the necessary measures to reserve, pursuant
to applicable French laws and regulations, the rights of the warrants-holders,
should the Company undertake certain capital transactions as defined in said
articles for as long as all warrants (bons de souscription d’actions) have not
been exercised;


 


d)             acknowledge, in accordance with French law, the amount
of capital increases resulting from the exercise of the warrants (bons de
souscription d’actions), and implement the relevant statutory
modifications to the Company’s by-laws as well as proceed with all formalities;


 


e)              more generally, undertake all necessary and useful
measures to implement the present authorization.


 


This
resolution has been adopted with 2.929.948 votes “FOR” and 172.378 votes
“AGAINST.”


 


 


	
   

  	
  I certify that this
  excerpt of the minutes conforms the original

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Philippe Chauveau

  
	
   

  	
  Chairman &
  C.E.O.

  
	
   

  	
  EDAP TMS SA

  



 


Vaulx-en-Velin,
January 29, 2004


 

















 


Exhibit
C


Form of Warrant Exercise
Acknowledgement




	
  To:

  	
  [HT
  Prostate Therapy Management Company, LLC

  1841 West Oak Parkway

  Suite A

  Marietta, Georgia 30062]

  
	
   

  	
   

  
	
   

  	
  [EDAP
  TMS S.A.

  4-6 rue du Dauphiné

  69120 Vaulx-en-Velin

  FRANCE]

  
	
   

  	
   

  
	
   

  	
  Euro
  Emetteurs Finance S.A.

  48 boulevard des Batignolles

  75017 PARIS

  FRANCE

  
	
   

  	
   

  
	
   

  	
  [date], 200_

  
	
   

  	
   

  
	
  Re:

  	
  Occurrence of a Warrant Exercise Milestone

  






Dear
Sirs:


Reference
is made to that Distribution Agreement, dated •,
2004 by and between HT Prostate Therapy Management Company LLC (“HT
Prostate”), EDAP TMS S.A. (“EDAP”) and certain subsidiaries of EDAP (the
“Distribution Agreement”).  Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Distribution
Agreement.


We hereby
confirm that as of the date hereof the Warrant Exercise Milestone set forth
below has occurred and as a result thereof, HT Prostate is entitled to exercise
[number] Warrants at any time
following the date hereof until January 28, 2010.  


Warrant
Exercise
Milestone:                    •


Warrants
exercisable as a result of the occurrence of such Warrant Exercise
Milestone:     •


Aggregate
amount of Warrants exercisable as of the date hereof:
          •


Yours faithfully,


3

















Draft of February 9, 2004


 


 


Exhibit
D


Form of the Escrow Agreement


4

















 


	
  

  



 


EDAP 
TMS


 


SECURITIES SERVICE and


ESCROW AGREEMENT


 


Warrants


 


 


SERVICING WARRANTS


 


HANDLING EXERCISES OF WARRANTS


 


ESCROW OF WARRANTS AND SHARES


 

















 


SECURITIES SERVICE
AND ESCROW AGREEMENT


 


BY AND AMONG


 


EDAP TMS,
(hereinafter the “Issuer”), a French corporation with a board
of directors, and with capital of €1,087,166.73, whose principal place of
business is located at Parc d’activité de la Poudrette Lamartine, 4, rue du
Dauphiné, 69120 Vaulx-en-Velin and recorded in the Commercial Register Lyon B
316 488 204, Represented by Mr. Philippe Chauveau, acting in his capacity as
Chairman and Chief Executive Officer


party of the first part


 


HT PROSTATE THERAPY MANAGEMENT COMPANY L.L.C.,
(hereinafter “HT Prostate”), a
limited liability company governed by the laws of the State of Delaware (United
States) whose principal place of business is located at 1841 West Oak Parkway,
Suite A, Marietta, GA 30062 United States, Represented by Mr. Argil J.
Wheelock, acting in his capacity as Chief
Executive Officer


 


party of the second part


 


EURO EMETTEURS FINANCE
(EEF), (hereinafter the “Provider”), a French corporation with a
managing board and a supervisory board, and with capital of €3,812,000 and
recorded in the Commercial Register in Paris 430 250 183, whose principal place
of business is located at 48, boulevard des Batignolles - 75017 Paris,
Represented by Mr. Jean-François Martinville, acting in his capacity as
Chairman of the Managing Board


party of the third
part.


 


WHEREAS:


 


Pursuant to a commercial
agreement between the Issuer and certain companies in the Healthtronics group
(including HT Prostate), which has been formalized through the execution of a
distribution agreement signed on February
[       ], 2004, between the Issuer, its
subsidiaries and HT Prostate (the “Distribution Agreement”), the relevant
companies in the Healthtronics group have agreed, among other things, (i) to
take charge of clinical studies and the authorization procedure with the
American authorities to permit certain products of the Issuer to be sold in the
United States and (ii) to purchase from the Issuer certain products sold by the
Issuer. In consideration of these commitments, the Issuer has agreed to award
to HT Prostate one million (1,000,000) warrants (the “Warrants”) entitling the
holder to subscribe to shares of the Issuer, at the rate of one share per
warrant (the shares that will be issued by the Issuer when the Warrants are
exercised are hereinafter referred to as the “Underlying Shares”). Pursuant
to the Distribution Agreement, these Warrants cannot be exercised until certain
milestones are met; therefore,
they will be divided into seven different categories in accordance with their
terms and exercise dates (as defined in Exhibit A to this Agreement),
and distributed as follows:


•                                          200,000 A Warrants


•                                          200,000 B Warrants


•                                          100,000 C Warrants


•                                          100,000 D Warrants


•                                          100,000 E Warrants


•                                          100,000 F Warrants


•                                          200,000 G Warrants.


 


The issuance of the Warrants
was authorized by the Issuer’s shareholders at a special meeting on January 29,
2004. The issue will be carried out, by authorization of said shareholders, by
the Issuer’s board of directors, who will establish the terms, exercise dates
and other terms and conditions of these Warrants and the Underlying Shares and
will decide on the issuance and award of these Warrants to HT Prostate. A
certified copy of the resolution of the Issuer’s shareholders authorizing the
issuance of the Warrants is attached to this Agreement in Exhibit A. A
certified copy of the resolution of the Issuer’s board of directors issuing
Warrants and establishing their terms and conditions will be sent by the Issuer
to the Provider and to HT Prostate as soon as possible after it is adopted, and
will also be attached to this Agreement in Exhibit A.


 


1

















 


Neither
the Warrants nor the Underlying Shares have been or will be registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and they are issued pursuant to an exemption
from the registration obligation provided for by Section 4(2) of the Securities Act for sales of
securities not involving a public offering. Consequently, the Issuer and HT
Prostate have agreed to place the Warrants and the Underlying Shares in escrow
throughout the entire period during which these securities will be restricted securities as such term is
defined in Paragraph (a)(3) of Rule 144 adopted pursuant to the Securities Act , subject to HT
Prostate’s ability to resell the Warrants and Underlying Shares pursuant to
Rule 144 or a registration statement
declared effective by the Securities
and Exchange Commission.


 


The Issuer desires to entrust
to the Provider, which is already servicing the shares issued by the Issuer,
with servicing the Warrants and handling the Warrant exercise notices.
Furthermore, the Issuer and HT Prostate desire to have the Provider provide the
escrow services mentioned above.


 


NOW, THEREFORE, THE
PARTIES AGREE AS FOLLOWS:


 


I-             SUBJECT
MATTER OF THE AGREEMENT


 


The purpose of this Agreement
is to define the terms on which the Provider will service the Warrants (II);
handle the Warrant exercise notices (III); and hold the Warrants and the
Underlying Shares in escrow (IV).


 


II-            SERVICING
OF THE WARRANTS


 


The Provider shall provide
administrative and accounting services with respect to the Warrants issued by
the Issuer.


 


In so doing, the Provider shall
perform the following obligations:


 


•                  Establish,
manage and update the records of the Warrant holders (which shall be required
to be in pure registered form)(1);


 


•                  Assign a
personal identification number to these holders;


 


•                  Send a
certificate of registration to Warrant holders when they open an account;


 


•                  Handle all
requests by Warrant holders for information by mail or telephone;


 


•                  Send to each
Warrant holder an annual account statement showing the transactions carried
out, the number of securities transferred and the number of securities
remaining in the account. This statement shall be accompanied by a response
card allowing the holder to inform the Provider of any changes;


 


•                  Examine and
handle individual files (changes in type of registration, exercise of Warrants,
transfer of ownership, etc.) in compliance with Articles III and IV of this
Agreement;


 


•                  Prepare and send
to the Issuer, upon request, lists of the registered holders classified in
accordance with predefined sort criteria;


 












(1) [Translator’s Note: “Pure
registered form” means that transfer of ownership will be handled directly by
the issuer, not by a bank.]


 


2

















 


•                  Keep and make
available to the Issuer a statement summarizing the number of Warrants not yet
exercised, the number of Warrants exercised and the number of Warrants in
Escrow (as defined in Article IV of this Agreement);


 


•                  In the event of
a transaction by the Issuer, inform the Warrant holders of the actions taken by
the Issuer to preserve the rights of Warrant holders, or if applicable, the
periods during which the Warrants may not be exercised and when they may be
exercised again;


 


•                  Archive
documents for as long as required by law.


 


III-        HANDLING OF WARRANT
EXERCISE NOTICES


 


As part of the process of
handling notices that Warrants have been exercised, the Provider shall have the
following obligations and duties:


 


•                  Receive and verify the exercise notices from
the Warrant holders;


 


•                  Create new shares and, if applicable, handle
the balances to be paid or received;


 


•                  Update the accounts of Warrant holders.


 


It is specified that the
Provider expressly agrees to handle the Warrant exercise notices in accordance
with the following provisions:


 


•                  In accordance with the Warrant exercise
schedule described in the resolutions of the Issuer’s board of directors
pursuant to which the Warrants were issued, as soon as a milestone indicated in
the schedule is reached, the Issuer must immediately send to the Provider a
written instruction sent in accordance with the terms of this Agreement and in
accordance with the model set forth in Exhibit 3-1 to this Agreement,
that the category of Warrants concerned has become exercisable and that the
Warrants in this category may be exercised until the Expiration Date (as
defined below) of the Warrants in question.


 


In accordance with the law and the terms of the resolution of the
Issuer’s board of directors, the expiration date of the validity of the
Warrants shall be five years after the date on which said Warrants are issued
by the Issuer’s board of directors (the “Expiration Date”).


 


•                  Once this instruction is received by the
Provider, HT Prostate or any Healthtronics Company that holds Warrants that
have become exercisable may, at any time prior to the Expiration Date of the
Warrants in question, inform the Provider that it is exercising all or part of
the Warrants in this category, in accordance with the model appearing in Exhibit
3-2 to this Agreement, indicating the number of Warrants exercised. Said
notice shall not be acceptable unless it is accompanied by a certificate from
the Issuer, in the form set forth in Exhibit 3-3 to this Agreement
certifying that the Issuer has received the payment by HT Prostate of the
amount of the exercise price of the Warrants in question, i.e., U.S.$1.50 per
Warrant (or its equivalent in euros).


 


IV-       ESCROW OF THE WARRANTS AND THE UNDERLYING SHARES


 


The Provider shall escrow the
Warrants and the Underlying Shares that are issued by the Issuer.


 


In so doing, the Provider shall
perform the following obligations:


 


3

















 


4-1 Establishment of the Warrant Escrow


 


The Issuer and HT Prostate
hereby establish the Provider as escrow agent for the Warrants, and this task
is accepted by the Provider.


 


As soon as they are issued and
awarded by the Issuer’s board of directors to HT Prostate, the Warrants shall
be immediately and irrevocably registered in an account in the name of HT
Prostate in the register of Warrants kept by the Provider that are covered by
this escrow (the Warrants thus escrowed shall be called the “Escrowed
Warrants”). All Warrants resulting from a new issue shall be
recorded in a different new account (new identification number) because these
Warrants shall be issued on a different date than the Escrowed Warrants
previously issued and placed in escrow.


 


The Provider expressly agrees
not to move or release the Escrowed Warrants except in accordance with the terms
of this Agreement.


 


4-2 Establishment of the Escrow of the
Underlying Shares


 


The Issuer and HT Prostate
hereby establish the Provider as escrow agent for the Underlying Shares, and
this task is accepted by the Provider.


 


Whenever a Warrant is exercised,
the Underlying Shares resulting from the exercise shall be immediately and
irrevocably recorded in a new account (new identification number) in the name
of their holder in the register of the Issuer’s shares kept by the Provider
that are covered by this escrow (each new account is hereinafter referred to as
an “Escrow
Account” and the entirety of the shares appearing in the Escrow
Accounts are referred to hereinafter as the “Escrowed Shares”).


 


All Underlying Shares
resulting from a new exercise of Warrants or any new shares placed in escrow
shall be recorded in a new Escrow Account because these shares will be received
by their holder on a different date than the Escrowed Shares previously held or
placed in escrow.


 


Moreover, all shares or other
securities of the Issuer that are sent to HT Prostate or to any other
Healthtronics Company as a result of its holding of Warrants or Escrowed Shares
(including by way of the reservation of rights of Warrant holders in the event
of a financial transaction by the Issuer, conversion, a stock split, reverse
split, recapitalization, reclassification or any other change affecting the
Issuer’s capital, as well as any share received as a dividend or other
distribution or reduction or redemption of capital) shall be automatically
classified as Escrowed Shares and shall therefore be placed in escrow pursuant
to this Agreement and governed by the terms hereof. Similarly, if the Issuer
participates in an absorption, merger, spin-off or contribution, entitling the
holders of Warrants or Escrowed Shares to shares of the absorbing or new
company or shares benefiting from the spin-off or contribution, the shares thus
received shall be considered Escrowed Shares and shall therefore be placed in
escrow pursuant to this Agreement and governed by the terms hereof.


 


The Provider expressly agrees
not to move or release the Escrowed Shares except in accordance with the terms
of this Agreement.


 


4-3 Release of Escrowed Shares


 


The Provider shall not release
the Escrowed Shares in whole or in part except in accordance with the following
provisions:


 


•                  The Provider must
have received a written notice from HT Prostate (or, as the case may be, the
Healthtronics Company that holds the Escrowed Shares), in accordance with this
Agreement, a copy of which must be sent to the Issuer, including (x) a written
instruction in the form appearing in Exhibit 4-3 to this Agreement and (y) a
legal opinion (i) from an international law firm advising HT Prostate, with a
recognized reputation and expertise in U.S. securities law and (ii) sent to the
Issuer and judged reasonably satisfactory by the Issuer, pursuant to which
either (1) HT Prostate (or, as the case may be, the Healthtronics Company in
question) is not an affiliate (as
this term is defined in Rule 405 under the Securities Act) of the Issuer and the Escrowed


 


4

















 


Shares are not restricted
securities (as this term is defined in Paragraph (a)(3) of Rule 144
under the Securities Act) or
(2) the Escrowed Shares in question will be resold in a transaction that meets
the conditions of said Rule 144 or (3) the Escrowed Shares are covered by a registration statement declared
effective by the Securities and
Exchange Commission.


 


•                  The Provider agrees to immediately send to the
Issuer a copy of the notice thus received.


 


•                  If the Issuer agrees that the legal opinion
mentioned above is reasonably satisfactory, the Provider may release the
Escrowed Shares and transfer them in accordance with the instruction of HT
Prostate (or of the Healthtronics Company concerned).


 


The Escrowed Shares that are
released from escrow pursuant to this Article 4-3 shall no longer be Escrowed
Shares.


 


4-4 Transfer of the Escrowed Warrants to another
Healthtronics Company


 


In accordance with the
terms and conditions of the Warrants, HT Prostate may only transfer all or part
of its Warrants to companies controlled by HT Prostate, that control HT
Prostate, or are controlled by the same company as HT Prostate as of the date
of transfer; the notion of control being defined as directly or indirectly
holding a majority of the voting rights (these companies are collectively
referred to as the “Healthtronics Companies”). The Healthtronics Companies that
thus become Warrant holders are in turn prohibited from transferring their
Warrants, except to HT Prostate Therapy Management Company L.L.C. or other
Healthtronics Companies.


 


Consequently,
the Provider may transfer all or part of the Escrowed Warrants only in
accordance with the following provisions:


 


•                  The Provider must
have received a written notice from HT Prostate, in accordance with this
Agreement, a copy of which must have been sent to the Issuer, containing (x) a
written instruction in the form shown in Exhibit 4-4 to this Agreement; (y) a
certificate from HT Prostate in the form shown in Exhibit 4-5 certifying
that (i) the company or companies to which HT Prostate desires to transfer the
Escrowed Warrants are Healthtronics Companies and (ii) the contemplated
transfer does not violate any provision of the Securities Act, and
(z) a commitment by the Healthtronics Company or Companies in question to
comply with all provisions of this Agreement, in accordance with the form shown
in Exhibit 4-6.


 


•                  The Provider agrees to immediately send to the
Issuer a copy of the notice thus received.


 


•                  The Provider may then transfer the Escrowed
Bonds in accordance with the instruction from HT Prostate.


 


The Escrowed Warrants
transferred to one or more Healthtronics Companies pursuant to this Article 4-4
shall continue to be Escrowed Warrants and shall be recorded in an escrow
account opened by the Provider in the name of their holder, and shall be
subject to all the terms of this Agreement, by which said Healthtronics Company
or Companies shall be bound.


 


V-            LIABILITY OF
THE PROVIDER


 


5-1           The Provider shall have no liability or obligation other
than those expressly provided for in this Agreement, to the exclusion of any
other. In particular, the Provider shall not be required to evaluate the merits
of or the reasons for the instructions received pursuant to Article IV of this
Agreement, and shall not act on instructions other than those provided for or
made pursuant to this Agreement, except in the event of a legal obligation or
an obligation resulting from an enforceable judgment (such as attachment of
securities), in which case it shall not be liable for having complied with such
obligation.


 


5

















 


In the event of ambiguity or
uncertainty with respect to any notice, instruction or other communication
received by the Provider, the Provider may refrain from taking any action and
request that the Issuer and HT Prostate clarify the instruction with a joint
notice eliminating the ambiguity or uncertainty.


 


5-2           Except in cases of negligence, bad faith and/or
intentional misconduct, neither the Provider nor its directors, employees or
officers shall be held liable for any act or omission under this Agreement and
shall be indemnified against any claim, action, liability, procedure or
judgment that may be incurred by them or filed against them and against any
loss, cost, charge, liability or expense incurred under this Agreement
(including costs reasonably incurred in judicial proceedings).


 


5-3           The Provider shall not have to verify the identity or
capacity of any person or company signing this Agreement or any instruction,
notice or other communication received under this Agreement.


 


VI-          REMUNERATION
OF THE PROVIDER AND MISCELLANEOUS FEES


 


6-1  Remuneration of the Provider


 


The Provider shall receive a
remuneration for performing its duties under this Agreement, as set forth in
detail in Exhibit 6-1 to this Agreement. This remuneration shall be paid
by the Issuer.


 


6-2  Reimbursement of Expenses


 


At the Provider’s request and
upon presentation of receipts, the Issuer shall reimburse any expenses incurred
by the Provider in performing its duties under this Agreement, including but
not limited to the following: mandatory notices to the holders of Warrants and
related mailing expenses, in addition to expenses for publication, advertising,
mailing and attorneys, as well as the taxes thereon.


 


VII-         FEES AND TAXES


 


All present and future fees
and taxes applicable to the commissions provided for in Article VI above shall
be paid by the Issuer.


 


VIII-        TERM OF THE
AGREEMENT


 


This Agreement shall take
effect on the date of first issue of the Warrants and shall remain in effect
until the date on which (i) all the Escrowed Shares have been released from
escrow in accordance with the provisions of this Agreement, and (ii) all the
Warrants have been released from escrow in accordance with the provisions of
this Agreement and/or exercised and/or become null and void by expiration of
their validity date. At this date, the Provider shall be released from all
obligations under this Agreement.


 


•                                          The Issuer and HT Prostate may release the
Provider from all its duties under this Agreement at any time, by registered
letter, return receipt requested, signed by the Issuer and HT Prostate, sent at
least one (1) month prior to the effective date of this termination. The Issuer
and HT Prostate shall inform the Provider of the name of the Provider’s
successor at least ten business days prior to the term of the notice.


 


•                                          Similarly, the Provider may terminate this Agreement
at any time, by registered letter, return receipt requested, sent to the Issuer
and to HT Prostate, in which case the termination will be not effective until
the Issuer and HT Prostate have informed the Provider of the name of the
Provider’s successor. The Issuer and HT Prostate agree to use their best
efforts to designate said successor within one (1) month of the termination
letter sent by the Provider.


 


6

















 


•                                          This Agreement shall be terminated by operation
of law in the event that the Provider no longer services the shares issued by
the Issuer. In this event, the Issuer and HT Prostate agree to use their best
efforts to appoint, as soon as possible, an agency to service the Issuer’s
shares and to assume the duties conferred on the Provider under this Agreement.


 


It is expressly agreed that,
during the notice period mentioned above, all the provisions of this Agreement
shall remain in full force and effect.


 


Once the Provider’s successor
has been appointed, the Provider shall immediately transfer the Escrowed
Warrants and the Escrowed Shares to the accounts designated for this purpose by
the successor. As soon as this transfer is accomplished, the Provider shall be
released of all obligations under this Agreement.


 


IX-          GOVERNING
LAW – DISPUTES


 


This Agreement shall be
governed by and construed in accordance with French law.


 


In the event of a dispute arising under this
Agreement or in connection herewith, the Parties shall endeavor to resolve the
dispute amicably and in good faith.


 


If they are unable to do so, and without
prejudice to the provisions of the Distribution Agreement regarding the
resolution of disputes between the Issuer and HT Prostate under the
Distribution Agreement, all disputes arising under or in connection with
this Agreement shall be finally decided by arbitration administered in
accordance with the International Disputes Resolution Procedures of the American Arbitration Association and
shall be governed by French law. The languages of the arbitration shall be
French and English. The arbitration shall be held in New York.


 


Notwithstanding any provision to the contrary in this
Agreement, any Party may request from any French court of competent
jurisdiction the interim relief necessary to protect its interests.


 


X-            SUBSTITUTION


 


In the event of a change in
the corporate name, legal status, merger or transfer, in whole or in part, of
the activity of one of the parties, the performance of this Agreement shall
continue on the same terms with the new entity without discontinuity.


 


The Party concerned agrees to
report such change to the other Parties within a reasonable period after the
change has occurred.


 


This Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their
successors and assigns, and in particular the Healthtronics Companies to which
the Warrants have been transferred pursuant to Article 4-4 above.


 


XI-          NOTICES


 


Any notice given in connection
with this Agreement must be in writing and sent by registered mail, return
receipt requested, or by fax, provided that a copy of the fax be sent by
registered mail, return receipt requested (no later than the first business day
following the day on which the fax is sent); however, failure to send said
confirmation by mail shall not call into question the validity of the notice
given by fax. The notice shall be deemed received by its addressee on the date
of the acknowledgment of receipt or, in the case of a fax, on the date on which
the fax is received.


 


7

















 


Notices shall be validly sent
to the persons and addresses appearing in Exhibit 11-1 to this
Agreement, or to any other person or address that has been reported pursuant to
this Article by the party concerned to the other two parties.


 


Any change thus reported shall
result in a new Exhibit 11-1, which shall replace the current one.


 


A copy of any notice sent by
or to the Provider must be sent to the other parties to this Agreement.


 


XII-         VALIDITY OF
THE AGREEMENT – ADDENDUMS


 


12-1         In the event that any provision of this Agreement turns out
to be null and void in whole or in part, this shall not affect the validity of
the rest of the Agreement. In this event, the Parties will replace the unlawful
provision, if possible, with a lawful provision that is in keeping with the
spirit and purpose of the unlawful provision.


 


12-2         Except as otherwise provided herein, this Agreement shall
only be amended by an addendum signed by all Parties.


 


Signed in three (3) original
counterparts.


 


	
  For EDAP TMS

  	
   

  	
  For HT Prostate

  	
  Pour Euro Emetteurs Finance

  	
   

  
	
  Lyon,
  [         ] 2005

  	
   

  	
  [Paris],
  [         ] 2005

  	
  Paris,
  [         ] 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Philippe CHAUVEAU

  	
   

  	
  Argil J.
  WHEELOCK

  	
   

  	
  Jean-François MARTINVILLE

  
	
  Chairman & CEO

  	
   

  	
  Chief Executive Officer

  	
   

  	
  Chairman & CEO

  	
   

  
								



 


8

















 


EXHIBIT A


 


RESOLUTIONS REGARDING
THE ISSUANCE OF THE WARRANTS–


WARRANT TERMS AND
CONDITIONS


 


Certified Copy of the 1st
Resolution


of the Special Meeting of the
Shareholders of EDAP TMS dated January 29, 2004


 


9

















 


Draft of the Terms
and Conditions of the Warrants that will be issued by the

Board of Directors of EDAP TMS with the authorization of the special
shareholders’

meeting on January 29, 2004


 


These terms and conditions are only a draft and shall be
replaced and superseded by the final resolution of EDAP TMS’s board of
directors that will issue the Warrants, and EDAP TMS agrees to inform the
Provider and HT Prostate of this resolution upon its adoption.


 


	
  1.

  	
   

  	
  Number of Warrants

  	
   

  	
  1,000,000 (one million) autonomous warrants
  of the Company, each entitling the holder to subscribe to one share of the
  Company (the “Warrants”), and divided into seven different categories:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  •      200,000
  A Warrants

  •      200,000
  B Warrants

  •      100,000
  C Warrants

  •      100,000
  D Warrants

  •      100,000
  E Warrants

  •      100,000
  F Warrants

  •      200,000
  G Warrants

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Warrant
  Holders

  	
   

  	
  The Warrants
  are reserved for HT Prostate Therapy Management Company L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Subscription
  Price

  	
   

  	
  The issue is
  free of charge.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Issue Date

  	
   

  	
  [January 28] 2005.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Exercise Dates

  	
   

  	
  Pursuant to the Distribution Agreement and
  the commercial agreement entered into between the Company, its subsidiaries
  and HT Prostate Therapy Management Company L.L.C., the Warrants may be
  exercised on the following dates (“milestones”),
  linked to the process of HT Prostate Therapy Management Company L.L.C.’s
  obtaining a “Pre-Market Approval”
  (“PMA”) for Ablatherm from the Food
  and Drug Administration (“FDA”) and the acquisition by HT Prostate
  Therapy Management Company L.L.C. or any other Healthtronics Company (as
  defined in Paragraph 10 below) of lithotripters:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  •      the
  A Warrants shall be exercisable, as part of HT Prostate Therapy Management
  Company L.L.C.’s clinical testing of Ablatherm, as of the date of the final
  follow-up of the final patient at the Ablatherm test clinic conducted by HT
  Prostate Therapy Management Company L.L.C., under an “IDE” (“Investigational Device Exemption”).
  The “final follow-up of the final patient” shall mean the final evaluation
  time as defined in the test protocol in question for constitution of the
  clinical dossier for the initial PMA submission;

  •      the
  B Warrants shall be exercisable as of the submission by HT Prostate Therapy
  Management Company L.L.C. to the FDA of a Pre-Market Approval Application regarding Ablatherm, complete,
  in final form and in accordance with FDA requirements;

  •      the
  C Warrants shall be exercisable upon their issuance, [HT Prostate Therapy
  Management Company L.L.C.] [or, as applicable: [•] [name of the Healthtronics Company making the purchase],
  having purchased from the Company and its subsidiaries [indicate, as applicable, the name
  of the Company’s subsidiary or subsidiaries from which HT Prostate has
  purchased lithotripters in 2004 ] [more than] four (4)
  lithotripters in 2004,

  



 


10

















 


	
   

  	
   

  	
   

  	
   

  	
  •      the
  D Warrants shall be exercisable as of January 1, 2006 in the event that HT
  Prostate Therapy Management Company L.L.C. or any other Healthtronics Company
  purchases at least four (4) lithotripters from the Company or its
  subsidiaries in 2005,

  •      the
  E Warrants shall be exercisable as of January 1, 2007 in the event that HT
  Prostate Therapy Management Company L.L.C. or any other Healthtronics Company
  purchases at least four (4) lithotripters from the from the Company or its
  subsidiaries in 2006,

  •      the
  F Warrants shall be exercisable as of January 1, 2008 in the event that HT
  Prostate Therapy Management Company L.L.C. or any other Healthtronics Company
  purchases at least four (4) lithotripters from the from the Company or its
  subsidiaries in 2007,

  •      the
  G Warrants shall be exercisable as of receipt by HT Prostate Therapy
  Management Company L.L.C. of the written confirmation by the FDA that final Pre-Market Approval has been granted for l’Ablatherm.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  In any event, and pursuant to Article
  L.228-95 of the French Commercial Code, the Warrants shall be exercised
  within five (5) years of their issue date, i.e., no later than [January 28]
  2010. Any Warrants that have not been exercised as of this date shall be null
  and void and shall lose their validity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Suspension of Exercise

  	
   

  	
  In the event of a capital increase, merger
  or spin-off of the Company, or any other financial transaction by the Company
  involving preemptive rights on the part of the shareholders, the Company’s
  board of directors may suspend the right to exercise the Warrants for a
  maximum period of three months, subject to the rules regarding the Warrant
  holders’ reservation of rights. In this case, the Company shall inform the
  Warrant holders in advance, indicating the date on which exercise of the
  Warrants will be suspended and the date on which it will begin again.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Exercise of Subscription Right

  	
   

  	
  HT Prostate Therapy Management Company
  L.L.C. shall be entitled to subscribe at the rate of 1 (one) share with a par
  value of €0.13 each to be issued by the Company, for 1 (one) Warrant
  exercised, at the price of U.S.$ 1.50 (one dollar fifty), or its equivalent
  in euros on the subscription date, per share.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The subscriptions of Company shares to
  which the Warrants entitle their holders when they are exercised shall be
  received at Company headquarters. The subscription price mentioned above must
  be paid in full to the Company in cash.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Dividend Entitlement of New Shares

  	
   

  	
  The new shares issued as a result of the
  exercise of Warrants shall be subject to all the provisions of the Company’s
  bylaws and shall be entitled to dividends as of the first day of the fiscal
  year during which they are subscribed to. They shall entitle their holders,
  for the fiscal year begun on this date and for subsequent fiscal years, to
  the same dividend (on the basis of the same par value) as the one that may be
  distributed to the other shares having the same dividend rights.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Therefore, they shall be completely
  comparable to said shares after the dividend is paid for the preceding fiscal
  year, or if it is not distributed, after the annual meeting held to approve
  the financial statements for that fiscal year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Protection of the Warrant Holders’ Rights

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Pursuant to Article L.225-153 of the French
  Commercial Code, as long as there are valid, unexercised Warrants:

  



 


11

















 


	
   

  	
   

  	
   

  	
   

  	
  •      the
  Company shall not redeem its capital and shall not modify the distribution of
  profits; however, the Company may create non-voting shares that are entitled
  to preferred dividends provided that the rights of the Warrant holders are
  reserved on the terms established in Article L.225-154 of the French
  Commercial Code;

   

  •      in
  the event of a capital decrease motivated by losses and carried out by
  decreasing the par value or the number of shares, the rights of the Warrant
  holders shall be reduced accordingly, as if said Warrant holders had been
  shareholders as of the date on which the Warrants were issued.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Moreover, in accordance with Article
  L.225-154 of the French Commercial Code, as long as there are valid, unexercised
  Warrants, the Company shall not issue shares to be subscribed for in cash
  reserved for shareholders or issue other securities to which the shareholders
  have preemptive rights, or increase the capital from reserves, profits or
  issue premiums, or distribute reserves in cash or in portfolio securities,
  except on the condition that the rights of Warrant holders who exercise their
  Warrants are preserved.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  To this end, the Company shall, on the
  terms established in Articles 171 to 174 of Decree No. 67-236 of March 23,
  1967, allow the holders of Warrants who exercise the subscription right
  attached to these Warrants, as applicable, to subscribe as of right to new
  shares or securities or to obtain new shares free of charge or to receive
  cash or securities similar to securities distributed in the same quantities
  or proportions as well as on the same terms, except with respect to dividend
  rights, as if they had been shareholders at the time of said issues,
  incorporations or distributions; or, in the cases provided for by law, allow
  them to exercise their subscription right, if they desire to participate in
  the transaction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  For any issue of securities or other
  transaction with respect to which shareholders have preemptive rights, the
  Company must give prior notice thereof to the Warrant holders (in writing,
  indicating the information provided for in Article 174-2 of Decree No. 67-236
  of March 23, 1967).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  In the event that the Company is absorbed
  by another company, merged with one or more other companies into a new
  company or is spun off by way of contribution to new or existing companies,
  the holders of Warrants may subscribe to the shares of the new company or
  absorbing company or the companies to which it is spun off on the same terms
  as those provided for originally, except that the adjustments made necessary
  by the merger or spin-off pursuant to Article L.225-156 of the French
  Commercial Code shall be made.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  When, because of the one of the
  transactions mentioned above, the holders of Warrants who present their
  securities are entitled to a number of shares that includes a fraction
  resulting in an odd lot, this odd lot will be paid to them in cash. Pursuant
  to Article 174-5 of Decree No. 67-236 of March 23, 1967, this payment
  shall be equal to the product of the fractional share forming the odd lot
  multiplied by the value of the share calculated on the basis of the Company’s
  shareholders’ equity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Restrictions on Transfer

  	
   

  	
  The Warrants shall be transferred by HT Prostate
  Therapy Management Company L.L.C. only to companies controlled by HT Prostate
  Therapy Management Company L.L.C., that control HT Prostate Therapy
  Management Company L.L.C., or that are controlled by the same company as HT
  Prostate Therapy Management Company L.L.C. , and the notion of control shall
  be defined as directly or indirectly holding a majority of the

  



 


12

















 


	
   

  	
   

  	
   

  	
   

  	
  voting rights (these companies are referred
  to collectively as the “Healthtronics Companies”). The Healthtronics
  Companies that thus become Warrant holders shall be prohibited from
  transferring their Warrants except to HT Prostate Therapy Management Company
  L.L.C. or to other Healthtronics Companies.

  



 


Moreover, in order to comply
with American law governing securities, the Warrants and the shares that will
be issued upon their exercise shall be placed in escrow, initially with Euro
Emetteurs Finance, which is already servicing the Company’s securities, on the
terms of this Securities Service and Escrow Agreement.


 


13

















 


EXHIBIT B


 


BANK DETAILS


 


THE COMPANY’S
ACCOUNT INFORMATION


 


•                  All funds
received by the Provider under this Agreement and intended for the Issuer shall
be credited to the Issuer’s account as follows:


 


	
  Accountholder:

  	
  EDAP TMS

  
	
  Address:

  	
  c/o Technomed Medical Systems - Parc d’activité de la
  Poudrette Lamartine, 4, rue du Dauphiné, 69120 Vaulx-en-Velin

  
			



 


	
  Bank Code

  	
   

  	
  Branch
  Sort Code

  	
   

  	
  Account
  No.

  	
   

  	
  Rib Code

  
	
  30007

  	
   

  	
  53029

  	
   

  	
  ********

  	
   

  	
  91

  



 


	
  Name of the Bank:

  	
  Natexis Banques Populaires

  	 

	
  Address:

  	
  19 place Tolozan, 69209 Lyon Cedex 01

  
	
   

  	
   

  
	
   

  	
   

  
	
  SWIFT Reference:

  	
  CCBPFRPP925

  
	
   

  	
   

  
	
  Contact Person:

  	
  M. Didier Berger

  



 


 


THE PROVIDER’S
ACCOUNT INFORMATION


 


 


•                  For the
receipt of funds linked to billing:


 


	
  Accountholder:

  	
  Euro Emetteurs Finance

  
	
  Address:

  	
  48 boulevard
  des Batignolles

  75850 Paris Cedex 17

  



 


	
  Bank Code

  	
   

  	
  Branch
  Sort Code

  	
   

  	
  Account
  Number

  	
   

  	
  Rib Code

  
	
  30002

  	
   

  	
  00570

  	
   

  	
  ********

  	
   

  	
  09

  



 


14

















 


	
  Name of the Bank:

  	
  Crédit Lyonnais

  



 


15

















 


EXHIBIT 3-1


 


FORM OF
INSTRUCTION TO OPEN THE WARRANT EXERCISE PERIOD


 


Instruction to Open the Warrant Exercise Period


 


Euro Emetteurs Finances

48 Boulevard des Batignolles

75850 Paris Cedex 17, France

Tel: (33)(0)1.55.30.59.48 / Fax: (33)(0)1.55.30.59.50


 


Attention: Mrs. Edith Martinot (Customer
Service)


 


Dear Mrs. Martinot:


 


We refer to the securities service and escrow
agreement dated
[               ]
2005, entered into by and among Euro Emetteurs Finances, EDAP TMS and HT
Prostate Therapy Management Company L.L.C. (the “Securities Service and Escrow
Agreement”).


 


Pursuant to Article III of the Securities Service and Escrow
Agreement, we hereby inform you that Category [         ]
of the Warrants has become exercisable as of [               ],
and that the [               ]
[indicate the number]
Warrants in this category may be exercised by their holder(s) until their
Expiration Date, i.e., until [               ].


 


	
  Sincerely,

  
	
   

  
	
   

  	
  EDAP TMS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  [                             ]

  



 


cc: HT Prostate Therapy Management Company L.L.C.


 


16

















 


EXHIBIT 3-2


 


FORM OF
WARRANT EXERCISE NOTICE


 


Warrant Exercise Notice


 


Euro Emetteurs Finances


48 Boulevard des Batignolles


75850 Paris Cedex 17, France


Tel: (33)(0)1.55.30.59.48 / Fax:
(33)(0)1.55.30.59.50


 


Attention: Mrs. Edith Martinot (Customer
Service)


 


Dear Mrs. Martinot:


 


We refer to the securities service and escrow
agreement dated
[                   ]
2005, entered into by and among Euro Emetteurs Finances, EDAP TMS and HT
Prostate Therapy Management Company L.L.C. (the “Securities Service and Escrow
Agreement”) and to the instruction to open the exercise period for Warrants in
Category [            ]
that was sent to you by EDAP TMS on
[                            ].


 


Pursuant to Article III of the
Securities Service and Escrow Agreement, we hereby inform you that we have
exercised
[            ]
Warrants in Category [       ], on
[                 ].
Enclosed please find a certificate from EDAP TMS that the exercise price for
these Warrants has been paid.


 


We hereby request that in your capacity as
accountholder for the Warrants and shares issued by EDAP TMS, you prepare all
the paperwork for this exercise, including recording the Underlying Shares
resulting from this exercise in a new account in our name.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [HT Prostate Therapy Management Company L.L.C.]

  
	
   

  	
  [or:
  any other
  Healthtronics Company that holds Warrants]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: [                                    ]

  



 


Encl.: Certificate from EDAP TMS (payment of the exercise price for the
Warrants)


 


cc: EDAP TMS


 


17

















 


EXHIBIT 3-3


 


FORM OF
CERTIFICATE FROM EDAP TMS

(PAYMENT OF THE EXERCISE PRICE FOR THE WARRANTS)


 


Certificate
from EDAP TMS (payment of the exercise price for the Warrants)


 


EDAP TMS, a French corporation with capital of €[1,087,166.73], having
its principal place of business at Parc d’activité La Poudrette Lamartine, 4,
rue du Dauphiné, 69120 Vaulx-en-Velin (France), recorded in the Commercial
Register under the number Lyon B 316 488 204 (the “Issuer”) certifies:


 


•                       that it has received the sum of
[                       ],
representing the entirety of the payments in cash made by [HT Prostate Therapy
Management Company L.L.C.] [or:  any
Healthtronics Company that holds Warrants] in exchange for the
exercise of
[              ]
Warrants in Category
[          ];


 


•                       that the result of the payment of this
exercise price is that
[                  ]
new shares of the Issuer, with a par value of € [0.13] each, have been
subscribed to by [HT Prostate Therapy Management Company L.L.C.] [or:  the Healthtronics Company
holding the exercised Warrants].


 


 


	
   

  	
  Done in
  [           ], on
  [                   ]

  
	
   

  	
   

  
	
   

  	
  By
  [                              ],
  duly authorized

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


18

















 


EXHIBIT 4-3


 


FORM OF
INSTRUCTION FOR THE RELEASE OF ESCROWED SHARES


 


Instruction for the Release of Escrowed Shares


 


Euro Emetteurs Finances


48 Boulevard des Batignolles


75850 Paris Cedex 17, France


Tel: (33)(0)1.55.30.59.48 / Fax:
(33)(0)1.55.30.59.50


 


Attention: Mrs. Edith Martinot (Customer
Service)


 


Dear Mrs. Martinot:


 


We refer to the securities service and escrow
agreement dated [            ]
2005, entered into by and among Euro Emetteurs Finances, EDAP TMS and HT
Prostate Therapy Management Company L.L.C. (the “Securities Service and Escrow
Agreement”).


 


Pursuant to
Article 4-3 of the Securities Service and Escrow Agreement, we hereby request
that you release
[             ]
Escrowed Shares appearing in the Escrow Account
[             ]
[indicate the
identification number], to
[                             ]
[identify the assignee],
in an escrow account opened for this purpose by the Provider.


 


Pursuant to
Article 4-3 of the Securities Service and Escrow Agreement, enclosed
please find a copy of the legal opinion issued by the law firm of
[                       ]  [name and address of the law firm] sent to
EDAP TMS.


 


Please send this instruction to EDAP TMS, and
if EDAP TMS does not object to it within 5 business days of receipt, please
release the securities mentioned above and make the relevant entries in your
records.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [HT Prostate Therapy Management Company L.L.C.]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  [                           ]

  



 


Encl.:  Legal opinion from the law firm of
[                            ]


 


cc: EDAP TMS


 


19

















 


EXHIBIT 4-4


 


FORM OF
INSTRUCTION FOR THE TRANSFER OF ESCROWED WARRANTS


 


Instruction for the Transfer of Escrowed Warrants


 


Euro Emetteurs Finances


48 Boulevard des Batignolles


75850 Paris Cedex 17, France


Tel: (33)(0)1.55.30.59.48 / Fax:
(33)(0)1.55.30.59.50


 


Attention: Mrs. Edith Martinot (Customer
Service)


 


Dear Mrs. Martinot:


 


We refer to the securities service and escrow
agreement dated
[              ]
2005, entered into by and among Euro Emetteurs Finances, EDAP TMS and HT
Prostate Therapy Management Company L.L.C. (the “Securities Service and Escrow
Agreement”).


 


Pursuant to
Article 4-4 of the Securities Service and Escrow Agreement, please
transfer [           ] [number] Escrowed
Warrants (in Category [   ]) to
[                         ]
[indicate the
Healthtronics Company] in account
[                      ] [[in the event of transfer to more
than one Healthtronics Company] and
[             ]
Escrowed Warrants (in Category [     ]) to
[                          ]
in account
[                          ].]


 


Pursuant to
Article 4-4 of the Securities Service and Escrow Agreement, enclosed
please find a copy of the certificate that the above-mentioned company or
companies [is a Healthtronics Company] [are Healthtronics Companies].


 


Please transmit this instruction to EDAP TMS,
and [if EDAP TMS does not object to it within 5 business days of receipt]
please transfer the Escrowed Warrants mentioned above and make the relevant
entries in your records.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [HT Prostate Therapy Management Company L.L.C.]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  [                             ]

  



 


Encl.:  Certificate from [HT Prostate Therapy
Management Company]


 


cc: EDAP TMS


 


20

















 


EXHIBIT 4-5


 


FORM OF
CERTIFICATE OF HT PROSTATE


 


Certificate


 


Reference is made to the
securities service and escrow agreement dated
[              ]
2005, entered into by and among Euro Emetteurs Finances, EDAP TMS and HT
Prostate Therapy Management Company L.L.C. (the “Securities Service and Escrow
Agreement”),


 


HT Prostate Therapy Management Company L.L.C., a limited liability company
governed by the laws of the State of Delaware (United States), having its
principal place of business at
[                                                    ]
(United States), represented by [                            ]
(name),
[                            ]
(capacity) certifies
that
[                            ]  [indicate the Healthtronics Company to which the Warrants
are to be transferred] is as of the date hereof, and will remain
as of the date on which the Warrants are transferred to it, a Healthtronics
Company within the meaning of the Securities Service and Escrow Agreement.


 


 


	
   

  	
  Done in
  [         ], on
  [               ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  [                       ],
  duly authorized

  



 


21

















 


EXHIBIT 4-6


 


FORM OF
AGREEMENT OF HEALTHTRONICS COMPANIES


 


Agreement pursuant to the Securities Service and Escrow
Agreement 


 


Reference is made to the securities service and escrow agreement dated
[                  ]
2005, entered into by and among Euro Emetteurs Finances, EDAP TMS and HT
Prostate Therapy Management Company L.L.C. (the “Securities Service and Escrow
Agreement”).


 


Pursuant to Article 4-4 of the Securities Service and Escrow
Agreement, Warrants have been transferred today to
[                                ]
[indicate the
Healthtronics Company to which the Warrants are transferred] , a
[limited liability] company governed by the laws of the State of
[              ](United
States), having its principal place of business at
[                                                                ]
(United States).


 


Therefore, pursuant to the Article mentioned above,
[                             ]  [indicate the name of the Healthtronics Company to which the
Warrants are transferred], represented by
[                         ]
(name),
[                         ]
(capacity) hereby agrees
to comply with all of the provisions of the Securities Service and Escrow
Agreement, to which it is now a party just as the parties that initially
entered into the Agreement.


 


 


	
   

  	
  Done in
  [         ], on
  [     ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  [                       ],
  duly authorized

  



 


22

















 


EXHIBIT 6-1


 


RATE SHEET


 


This exhibit sets forth the terms of remuneration of the obligations
performed by the Provider under this Agreement.


 


The amounts indicated are all pre-tax amounts.


 


Actual costs (document printing costs, costs of legal announcements,
publications, postage, etc.) shall be allocated pro rata.


 


1- HANDLING OF
WARRANT EXERCISE NOTICES


 


A fee of €100 per file shall be applied to any
warrant exercise notice.


 


This will be billed
at the beginning of each calendar year, in arrears, on the basis of the
exercises handled during the course of the past year.


 


2 – SERVICING OF THE
WARRANTS


 


This service will be remunerated with an annual lump sum of €300.


 


This commission will
be billed at the beginning of each calendar year for the fiscal year in course.
For the first year, it will be pro rated from the date the services begin until
December 31, 2005.


 


23

















 


EXHIBIT 11-1


 


NOTICES


 


To the Issuer: 


 


EDAP TMS


Parc d’activité la Poudrette Lamartine


4 rue du Dauphiné


69120 Vaulx-en-Velin, France


Attn :  Blandine Confort
(Responsable Juridique)


 


Telephone: (+33) (0)4 72 15 31 72


Fax: (+33) (0)4 72 15 31 51


E-mail: 
BConfort@edap-tms.com


 


To HT Prostate: 


 


HT Prostate Therapy
Management Company, L.L.C.


1841 West Oak Parkway, Suite A


Marietta, GA 30062, United States


Attn:  Ted Biderman (General
Counsel)


 


Telephone: (+1)-770-419-0691


Fax: (+1)-770-419-9490


E-mail:   ted.biderman@healthtronics.com


 


To the Provider:


 


EURO EMETTEURS
FINANCE


48 Boulevard des Batignolles


75850 Paris Cedex 17, France


Attn: Edith Martinot (Responsable Clientèle)


 


Telephone: (+33) (0)1.55.30.59.48.


Fax: (+33) (0)1.55.30.59.50


E-mail: edith.martinot@eef.fr


 


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