Exhibit 10.2


    
      

    


    Exhibit
      10.2


    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of August 2, 2006, is made and entered into by and among Theragenics
      Corporation, a Delaware corporation (the “Purchaser”),
      James
      R. Eddings, a resident of the State of Texas, on behalf of the Accredited
      Sellers (as defined below) in connection with that certain Stock Purchase
      Agreement (as defined below) (“Sellers’
      Representative”).
      The
      Company and the Sellers’ Representative are sometimes herein individually
      referred to as a “Party”
and,
      collectively, as the “Parties.”
      

     

    W I T N E S S E T H:
      

     

    WHEREAS,
      in
      connection with the sale of one hundred percent (100%) of the issued and
      outstanding capital stock of Galt Medical Corp., a Texas corporation (the
“Company”),
      and
      one hundred percent (100%) of the aggregate outstanding Company Stock
      Derivatives (as defined in the Stock Purchase Agreement defined below) (the
      “Transaction”),
      pursuant to the terms and conditions of that certain Stock Purchase Agreement,
      dated as of the date hereof (the “Stock
      Purchase Agreement”),
      by
      and among the Purchaser, the Sellers’ Representative, and the holders of capital
      stock of the Company and the holders of Company Stock Derivatives (collectively,
      the “Sellers”), the
      Purchaser will issue shares of its common stock, par value $.01 per share (the
      “Common
      Stock”)
      to
      each Seller who qualifies as an “accredited investor” within the meaning of Rule
      501 of the Securities Act (collectively, the “Accredited
      Sellers”);

    


    WHEREAS,
      as a
      condition to the consummation of the Transaction, the Purchaser is obligated
      to
      provide the Accredited Sellers with certain registration rights with respect
      to
      the Common Stock; and 

    


    WHEREAS,
      the
      Purchaser and the Sellers’ Representative desire to enter into this Agreement
      pursuant to which the Purchaser shall register with the SEC the offer and sale
      by the Accredited Sellers of the shares of Common Stock received by the
      Accredited Sellers in connection with the Transaction, subject to the terms
      and
      conditions of this Agreement.

    


    NOW,
      THEREFORE,
      for
      good and valuable consideration, the premises and the mutual covenants herein
      contained, the receipt and sufficiency of which are hereby acknowledged, the
      parties agree as follows: 

    


    Section
      1.         Definitions.

    


    As
      used
      in this Agreement, the capitalized terms shall have the meanings set forth
      below.

    


    (a)  “Agent”
shall
      mean any Person authorized to act and who acts on behalf of a Party with respect
      to the transactions contemplated by this Agreement.

    


    (b)  “Business
      Day”
shall
      mean any day on which commercial banks are not authorized or required by law
      to
      close in the State of Georgia.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c)  “Effectiveness
      Period”
shall
      have the meaning set forth in Section 3 of this Agreement.

    


    (d)  “Indemnified
      Party”
shall
      have the meaning set forth in Section 6(c) of this Agreement.

    


    (e)  “Indemnifying
      Party”
shall
      have the meaning set forth in Section 6(c) of this Agreement.

    


    (f)  “Person”
shall
      mean an individual, partnership, corporation, trust or unincorporated
      organization, or a government or agency or political subdivision
      thereof.

    


    (g)  “Prospectus”
shall
      mean the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement with respect to the terms of the
      offering of any portion of the Registrable Securities covered by the
      Registration Statement and all other amendments and supplements to the
      Prospectus, including post-effective amendments and all material incorporated
      by
      reference in such Prospectus.

    


    (h)  “Required
      Registration Filing Date”
shall
      mean August 2, 2007.

    


    (i)  “Registration
      Statement”
shall
      have the meaning set forth in Section 3 of this Agreement.

    


    (j)  “Registrable
      Securities”
shall
      mean shares of Common Stock issued or issuable by the Purchaser to Accredited
      Sellers pursuant to the Stock Purchase Agreement.

    


    (k)  “Restricted
      Securities”
shall
      mean the Registrable Securities upon original issuance thereof, subject to
      the
      provisions of Section 2(a) of this Agreement. 

    


    (l)  “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder, as in effect from time to time.

    


    (m)  “SEC”
shall
      mean the Securities and Exchange Commission.

    


    (n)  “Withdrawn
      Registration Statement”
shall
      have the meaning set forth in Section 5(a) of this Agreement.

    


    Section
      2.        Securities
      Subject to this Agreement.

    


    (a)     
      Registrable
      Securities.
      The
      securities entitled to the benefits of Sections 3 and 4 of this Agreement are
      the Registrable Securities; however,
      with
      respect to any particular Registrable Security, only so long as such security
      continues to be a Restricted Security. A Registrable Security ceases to be
      a
      Restricted Security when (i) it has been effectively registered under the
      Securities Act and disposed of in accordance with the Registration Statement,
      (ii) as to any Holder, when the Registrable Security held by such Holder could
      be sold without restriction pursuant to Rule 144(k) or Rule 145 (or any similar
      provisions then in force) under the Securities Act, (iii) it has otherwise
      been
      transferred in a private transaction in which the transferor’s rights under this
      Agreement are not assigned, or (iv) it ceases to be outstanding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)   
       Holders
      of Registrable Securities.
      Any
      reference herein to a “Holder” or “Holders” of Registrable Securities shall mean
      any Accredited Seller and its heirs and personal representatives.

    


    Section
      3.         Required
      Registration.
      

    


    The
      Purchaser shall
      prepare
      and file with the SEC, no later than the Required
      Registration Filing Date,
      a
      Registration Statement on Form S-3 pursuant
      to Rule 415 of the Securities Act (the
      “Registration
      Statement”)
      with
      respect to all
      of the
      Registrable Securities,
      and use its commercially reasonable efforts to cause such Registration Statement
      to become effective
      as soon
      as practicable thereafter.
      After
      the Registration Statement filed pursuant to this Section 3 has become
      effective, the Purchaser shall use its commercially reasonable efforts to keep
      such Registration Statement (on Form S-3 or such other form as may then be
      available to the Purchaser) effective for a period (the “Effectiveness
      Period”)
      equal
      to (i) one year from the initial date that the SEC declares such Registration
      Statement effective (subject to any extension pursuant to Sections 5(a) and
      5(b)
      hereof, or, if such Registration Statement is not effective during any period
      within such one-year period, such one-year period shall be extended by the
      number of days that the Registration Statement is not effective), or (ii) such
      shorter period which shall terminate when all of the Registrable Securities
      have
      been sold, or are eligible to be sold within a single three-month period
      pursuant to Rule 144(k) or any successor thereto. The Purchaser represents
      and
      warrants that it is eligible to register the Registrable Securities on Form
      S-3
      under the Securities Act. To the extent that the Purchaser is ineligible to
      register the Registrable Securities on Form S-3, the Purchaser shall satisfy
      its
      obligations under this Agreement to register Registrable Securities on Form
      S-1.

    


    Section
      4.         Registration
      Procedures.

    


    With
      respect to the registration of the Registrable Securities pursuant to this
      Agreement, the Purchaser will as promptly as reasonably
      practicable:

    


    (a)   
       before
      filing the Registration Statement, the Prospectus or any amendments or
      supplements thereto (excluding documents to be incorporated by reference therein
      filed after the effectiveness of the Registration Statement), the Purchaser
      will, no later than five (5) Business Days prior to filing, furnish to the
      Holders copies of all such documents in substantially the form proposed to
      be
      filed (including documents incorporated therein by reference other than
      documents previously filed with the SEC), to enable the Holders to review such
      documents prior to the filing thereof, and the Purchaser shall make such
      reasonable changes thereto (including changes to documents incorporated by
      reference other than documents previously filed with the SEC) as may be
      reasonably requested by the Holders;

    


    (b)   
       prepare
      and file with the SEC such amendments and post-effective amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Effectiveness Period; cause the Prospectus to
      be
      supplemented by any required Prospectus supplement, and as so supplemented
      to be
      filed with the SEC pursuant to Rule 424 under the Securities Act; and comply
      with the provisions of the Securities Act with respect to the disposition of
      all
      securities covered by such Registration Statement during the applicable period
      in accordance with this paragraph (b) and the intended methods of disposition
      by
      the Holders thereof set forth in such Registration Statement or supplement
      to
      the Prospectus;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)    
       notify
      the Holders promptly, and confirm such notice in writing, (1) when the
      Prospectus or any Prospectus supplement or post-effective amendment has been
      filed, and, with respect to the Registration Statement or any post-effective
      amendment, when the same has become effective, (2) of any request by the SEC
      for
      amendments or supplements to the Registration Statement or the Prospectus or
      for
      additional information, (3) of the issuance by the SEC of any stop order
      suspending the effectiveness of the Registration Statement or the initiation
      of
      any proceedings for that purpose, (4) of the receipt by the Purchaser of any
      notification with respect to the suspension of the qualification of the
      Registrable Securities for sale in any jurisdiction or the initiation or
      threatening of any proceeding for such purpose, (5) of the happening of any
      event (but not the details of such event) which makes any statement made in
      the
      Registration Statement, the Prospectus or any document incorporated therein
      by
      reference untrue or which requires the making of any changes in the Registration
      Statement, the Prospectus or any document incorporated therein by reference
      in
      order to make the statements therein not misleading, so that, in the case of
      the
      Registration Statement, it will not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein, not misleading, and that in the case
      of the Prospectus, it will not contain any untrue statement of a material fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading, and (6) of the Purchaser’s good faith determination that
      it is appropriate to amend the Registration Statement or supplement the
      Prospectus before sales of the Registrable Securities continue.

    


    (d)  
       
      use its
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of the Registration Statement at the earliest possible
      time;

    


    (e)   
       furnish
      to the Holders, without charge, a reasonable number of conformed copies of
      the
      Registration Statement and any post-effective amendment thereto, including
      financial statements and schedules, all documents incorporated therein by
      reference and all exhibits (including those incorporated by
      reference);

    


    (f)     
      deliver
      to the Holders as many copies of the Prospectus (including each preliminary
      prospectus) and any amendment or supplement thereto as such Persons may
      reasonably request; the Purchaser hereby consents to the use of the Prospectus
      or any amendment or supplement thereto by the Holders in connection with the
      offering and sale of the Registrable Securities covered by the Prospectus or
      any
      amendment or supplement thereto;

    


    (g)    
       use
      its
      commercially reasonable efforts to register or qualify such Registrable
      Securities for offer and sale prior to the date on which the Registration
      Statement is declared effective, under the securities or blue sky laws of such
      jurisdictions as any Holder reasonably requests in writing and do any and all
      other acts or things necessary or advisable to enable the disposition in such
      jurisdictions of the Registrable Securities covered by the Registration
      Statement; provided,
      that
      the Purchaser will not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action which
      would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)   
       cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold and not bearing
      any
      restrictive legends; and enable such Registrable Securities to be in such
      denominations and registered in such names as the Holders may request at least
      two (2) Business Days prior to any such sale of Registrable
      Securities;

    


    (i)    
       upon
      the
      occurrence of any event contemplated by paragraph (c)(5) above, promptly prepare
      a supplement or post-effective amendment to the Registration Statement or the
      Prospectus or any document incorporated therein by reference or file any other
      required document so that, as thereafter delivered to the purchasers of the
      Registrable Securities, the Prospectus will not contain an untrue statement
      of a
      material fact or omit to state any material fact necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading; and

    


    (j)     
       provide
      a
      transfer agent and registrar for all Registrable Securities.

    


    The
      Purchaser may require the Holders to furnish to the Purchaser such information
      and documents regarding the distribution of the Registrable Securities by the
      Holders as the Purchaser may from time to time reasonably request in writing,
      and the Purchaser’s obligations with respect to registration are subject to such
      information being provided on a timely basis.

    


    Each
      of
      the Holders hereby agrees by acquisition of the Registrable Securities that,
      upon receipt of any notice from the Purchaser of the happening of any event
      of
      the kind described in Section 4(c)(5) hereof, such Holder will forthwith
      discontinue disposition of Registrable Securities until such Holder’s receipt of
      the copies of the supplemented or amended Prospectus contemplated by Section
      4(i) hereof, or until it is advised in writing by the Purchaser that the use
      of
      the Prospectus may be resumed, and has received copies of any additional or
      supplemental filings which are incorporated by reference in the Prospectus,
      and,
      if so directed by the Purchaser, each Holder will deliver to the Purchaser
      (at
      the Purchaser’s expense) all copies, other than permanent file copies then in
      such Holder’s possession, of the Prospectus covering such Registrable Securities
      current at the time of receipt of such notice. 

    


    Section
      5.         Effect
      of Withdrawal and Suspension.

    


    (a)  Withdrawal.
      If the
      Purchaser shall withdraw the Registration Statement prior to the expiration
      of
      the Effectiveness Period (a “Withdrawn
      Registration Statement”),
      the
      Holders that continue to hold the Registrable Securities, which shares were
      covered by the Withdrawn Registration Statement, shall be entitled to an
      additional Registration Statement, and the Purchaser shall use its commercially
      reasonable efforts to (i) prepare and file with the SEC, as soon as practicable
      following the date of withdrawal of the Withdrawn Registration Statement, an
      additional Registration Statement on Form S-3, and (ii) keep such additional
      Registration Statement effective for the remainder of the Effectiveness Period
      of the Withdrawn Registration Statement. The Purchaser shall reimburse the
      Holders for all reasonable legal and other advisory fees incurred by the Holders
      in connection with the Withdrawn Registration Statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Suspended
      Sales.
      If the
      Purchaser shall give any notice to suspend the disposition of Registrable
      Securities pursuant to Section 4(c)(5) hereof, the Purchaser shall extend the
      period of time during which the Purchaser is required to maintain the
      effectiveness of the Registration Statement pursuant to Section 3 of this
      Agreement by the number of days during the period from and including the date
      of
      the giving of such notice to and including the date the Holders either are
      advised by the Purchaser that the use of the Prospectus may be resumed or
      receive copies of the supplemented or amended Prospectus contemplated by Section
      4(i).

     

    Section
      6.         Indemnification.

    


    (a)    
       Indemnification
      by Purchaser.
      The
      Purchaser will indemnify and hold harmless, to the full extent permitted by
      law,
      each Holder and its Agents and each Person who controls such Holder or any
      of
      its Agents (within the meaning of the Securities Act) against all losses,
      claims, damages, liabilities and expenses to which any such Person may be
      subject, under the Securities Act or otherwise, and reimburse all such Persons
      for any legal or other expenses incurred with investigating or defending against
      any such losses, claims, damages or liabilities, insofar as such losses, claims,
      damages or liabilities arise out of or are based upon any untrue or alleged
      untrue statement of a material fact contained in a Registration Statement,
      Prospectus or preliminary prospectus or any omission or alleged omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, or any violation or alleged violation
      by
      the Purchaser of the Securities Act, the Securities Exchange Act of 1934, as
      amended, or applicable “blue sky” laws, except insofar as the same arise out of
      or are based upon an untrue statement of a material fact or omission of a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, which statement or omission is made therein in reliance
      upon and in conformity with information furnished in writing to the Purchaser
      by
      such Holder, expressly for use therein. 

    


    (b)    
      Indemnification
      by Holders.
      Each
      Holder will, severally but not jointly, indemnify and hold harmless, to the
      full
      extent permitted by law, the Purchaser, its directors and officers and each
      Person who controls the Purchaser (within the meaning of the Securities Act)
      against any losses, claims, damages, liabilities and expenses to which any
      such
      Person may be subject, under the Securities Act or otherwise, insofar as such
      losses, claims, damages or liabilities arise out of or are based upon any untrue
      or alleged untrue statement of a material fact contained in the Registration
      Statement or Prospectus or preliminary prospectus or any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading, to the extent, but only if and to the
      extent, that such untrue or alleged untrue statement or omission or alleged
      omission is made therein in reliance upon and in conformity with the information
      furnished in writing by such Holder or any Agent of a Holder specifically for
      inclusion therein. 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      (c)   
         Conduct
        of Indemnification Proceedings.
        Any
        Person entitled to indemnification (the “Indemnified
        Party”)
        hereunder will (i) give prompt notice to the indemnifying party (the
“Indemnifying
        Party”)
        of any
        claim with respect to which it seeks indemnification, and (ii) unless, in
        such
        Indemnified Party’s reasonable judgment, a conflict of interest may exist
        between such Indemnified Party and Indemnifying Party with respect to such
        claim, permit such Indemnifying Party to assume at its own expense the defense
        of such claim with counsel reasonably satisfactory to the Indemnified Party.
        The
        Indemnified Party shall have the right to participate in the conduct of such
        defense by the Indemnifying Party provided that it will pay for the fees
        of its
        own counsel. Whether or not such defense is assumed by the Indemnifying Party,
        the Indemnifying Party will not be subject to any liability for any settlement
        made without its consent. No Indemnifying Party will consent to entry into
        any
        judgment or enter into any settlement which does not include as an unconditional
        term thereof the giving by the claimant or plaintiff to such Indemnified
        Party
        of a release from all liability in respect to such claim or litigation. An
        Indemnifying Party who is not entitled to, or elects not to, assume the defense
        of a claim will not be obligated to pay the fees and expenses of more than
        one
        counsel for all parties indemnified by such Indemnifying Party with respect
        to
        such claim, unless in the reasonable judgment of any Indemnified Party and
        any
        other of such Indemnified Parties with respect to such claim, such Indemnified
        Parties reasonably believe that due to conflict of interests, one counsel
        will
        not be in a position to adequately represent all Indemnified Parties, in
        which
        event the Indemnifying Party shall be obligated to pay the fees and expenses
        of
        such additional counsel or counsels. Failure to give prompt written notice
        shall
        not release the Indemnifying Party from its obligations hereunder, except
        to the
        extent that the Indemnifying Party demonstrates that the defense of such
        claim
        has been materially prejudiced by the Indemnified Party’s failure to give such
        notice.

    

     

    (d)   
       Continued
      Effect.
      The
      indemnification provided for under this Agreement shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of the Indemnified
      Party or any officer, director, Agent or person who controls such Indemnified
      Party and shall survive the transfer of the Registrable Securities.

    


    (e)    
      Contribution.
      If the
      indemnification provided for in Section 6(a) or 6(b) is due in accordance with
      the terms hereof, but is held by a court of competent jurisdiction to be
      unavailable or unenforceable with respect to any losses, claims, damages,
      liabilities or expenses referred to herein, then each Indemnifying Party in
      lieu
      of indemnifying such Indemnified Party shall contribute to the amount paid
      or
      payable by such Indemnified Party as a result of the losses, liabilities, claims
      or damages referred to in Section 6(a) or 6(b) in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and any Indemnified Party on the other hand in connection with the
      statements or omissions which resulted in such losses, liabilities, claims
      or
      damages. The relative fault shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact or
      the
      omission or alleged omission to state a material fact relates to information
      initially supplied or developed by the Indemnifying Party or such Indemnified
      Party and such parties’ relative intent, knowledge, access to information and
      opportunity to correct such untrue statement or omission. The amount paid by
      an
      Indemnified Party as a result of the losses, liabilities, claims or damages
      referred to in the first sentence of this Section 6(e) shall be deemed to
      include any legal or other expenses reasonably incurred by such Indemnified
      Party in connection with investigating or defending any action or claim which
      is
      the subject of this Section 6(e). No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      7.         Miscellaneous.

    


    (a)    
       Termination.
      This
      Agreement shall terminate upon termination of the Effectiveness Period, and
      shall thereupon be of no further force and effect; provided
      that
      Section 6 shall survive the termination of this Agreement. 

    


    (b)   
       No
      Inconsistent Agreements.
      The
      Purchaser will not on or after the date of this Agreement enter into any
      agreement with respect to its securities which is inconsistent with the rights
      granted to the Holders or otherwise conflicts with the provisions
      hereof.

    


    (c)    
       Notices.
      All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be given in accordance with Section 8.01 of the Stock
      Purchase Agreement.

    


    (d)   
       Entire
      Agreement.
      This
      Agreement contains the entire agreement among the Parties with respect to the
      subject matter hereof, and supersedes all prior agreements, written or oral,
      with respect thereto.

     

    (e)   
       Waivers
      and Amendments.
      This
      Agreement may be amended, superseded, cancelled, renewed or extended, and the
      terms hereof may be waived, only by a written instrument signed by the Parties
      or, in the case of a waiver, by the Party waiving compliance. No delay on the
      part of any Party in exercising any right, power or privilege hereunder shall
      operate as a waiver thereof.

     

    (f)    
       Remedies
      Cumulative.
      No
      remedy made available by any of the provisions of this Agreement is intended
      to
      be exclusive of any other remedy, and each and every remedy shall be cumulative
      and shall be in addition to every other remedy given hereunder or now or
      hereafter existing at law or in equity; provided, however, that in no event
      shall any party be entitled to recover more than once in respect of any
      claim.

     

    (g)   
       Binding
      Effect; No Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors. This Agreement is not assignable by the Holders
      (other than to the heirs and personal representatives of a deceased Holder)
      without the prior written consent of the Purchaser and any other purported
      assignment shall be null and void. 

     

    (h)   
       Counterparts.
      This
      Agreement may be executed by the Parties hereto in multiple counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute one and the same instrument.


     

    (i)      
      Interpretive
      Provisions. 

     

    (i)      
       The
      words
“hereof,” “herein,” “hereunder” and “hereto” and words of similar import when
      used in this Agreement shall refer to this Agreement as a whole and not to
      any
      particular provision of this Agreement. Except as expressly set forth herein,
      the term “including” when used with or without the term “without limitation”
shall be deemed to be inclusive, and not to the exclusion of any other item
      except when used with a negative predicate.

     

    (ii)     
       All
      references herein to Sections, subsections, and clauses shall be deemed
      references to such parts of this Agreement, unless the context shall otherwise
      require.

     

    (j)     
       Headings.
      The
      headings in this Agreement are for reference only and shall not affect the
      interpretation of this Agreement.

    


    (k)    
       Severability
      of Provisions.
      If any
      provision or any portion of any provision of this Agreement or the application
      of such provision or any portion thereof to any Person or circumstance, shall
      be
      held invalid or unenforceable, the remaining portion of such provision and
      the
      remaining provisions of this Agreement, or the application of such provision
      or
      portion of such provision as is held invalid or unenforceable to persons or
      circumstances other than those as to which it is held invalid or unenforceable,
      shall not be affected thereby.

     

    (l)    
       Choice
      of Law. This
      Agreement shall be governed and construed in accordance with the laws of the
      State of Georgia without regard to the conflicts of laws principles thereof.
      Each Party hereby irrevocably submits to the exclusive jurisdiction of Fulton
      County, State of Georgia, in any action or proceeding arising out of or relating
      to this Agreement and hereby irrevocably agrees, on behalf of itself and on
      behalf of such Party’s successors, that all claims in respect of such action or
      proceeding may be heard and determined in any such court and irrevocably waives
      any objection such Party may now or hereafter have as to the venue of any such
      suit, action or proceeding brought in such a court or that such court is an
      inconvenient forum.

     

    (m)   
       Waiver
      of Jury Trial.
      The
      Parties hereby waive trial by jury in any judicial proceeding involving,
      directly or indirectly, any matter (whether in tort, contract or otherwise)
      in
      any way arising out of, related to, or connected with this
      Agreement.

     

    (n)   
       Expenses.
      The
      Purchaser shall pay all expenses associated with the preparation and filing
      of
      each Registration Statement and the maintaining of its effectiveness. However,
      the Holders shall be responsible for the filing fees.

    


    (o)    
       Third
      Party Beneficiaries.
      The
      Holders are third party beneficiaries of each and every provision of this
      Agreement purporting to provide rights to any Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement as of the date first above
      written.

     

    
      	 	 	 
	 	
              PURCHASER:

               

              
                THERAGENICS
                  CORPORATION

              

            
	 
 	 
 	 
 
	
            	By:  	/s/
              M.
              Christine Jacobs
	 	
              

              M.
                Christine Jacobs

              Chief
                Executive Officer

            


    

    


    
      
        	 	 	 
	 	
                SELLERS’
                  REPRESENTATIVE:

              
	 
 	 
 	 
 
	
              	
              	
                 /s/
                  James.R. Eddings

              
	 	
                

                James
                  R. Eddings