Exhibit 10.1


    
      

    

    Exhibit
      10.1

    
 

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of August 2, 2006 between
      Galt Medical Corp., a Texas corporation (the “Company”) and James Eddings (the
“Employee”).

     

    INTRODUCTION

     

    The
      Company and the Employee desire to enter into an employment agreement embodying
      the terms and conditions of the Employee’s employment, effective as of, and
      contingent upon, the closing of the purchase and sale transaction contemplated
      by the Stock Purchase Agreement dated as of August 2, 2006 with respect to
      the
      Company by and among Theragenics Corporation and the shareholders of the Company
      and the other persons listed on Schedule 1 thereto (the “Closing”).

     

    NOW,
      THEREFORE, the parties agree as follows, effective as of, and contingent upon,
      the Closing:

     

    
      	1.	
              Definitions

            


    

     

    (a) “Affiliate”
means
      any person, firm, corporation, partnership, association or entity that, directly
      or indirectly or through one or more intermediaries, controls, is controlled
      by
      or is under common control with the Company. For these purposes, “control” shall
      mean the direct or indirect ownership of equity securities of the applicable
      entity possessing the right to more than fifty percent (50%) of the combined
      ordinary voting power of the outstanding voting equity securities of such
      entity.

     

    (b) “Applicable
      Period”
means
      the period of the Employee’s employment hereunder and for two (2) years
      after termination of employment.

     

    (c) “Area”
means
      the United States.

     

    (d) “Board
      of Directors”
means
      the Board of Directors of Theragenics Corporation.

     

    (e) “Business
      of the Company”
means
      any business that involves the manufacture, production, sale, marketing,
      promotion, exploitation, development and distribution of wound closure medical
      devices (including but not limited to sutures, cassettes, and glues), cardiac
      pacing cables, brachytherapy needles, brachytherapy seed spacers, brachytherapy
      sleeves, palladium-103, temporary or permanently implantable devices for use
      in
      the treatment of cancer, restenosis or macular degeneration, the manufacture,
      sale, and distribution of vascular access devices, or other medical products
      manufactured or sold by the Company or any of its Affiliates, but only to the
      extent that such devices and products are the same as or similar to a product
      manufactured, produced, sold, marketed, promoted, exploited, developed or
      distributed by the Company or any of its Affiliates at any time during the
      period of the Employee’s employment under this Agreement, or is in an active
      state of development by the Company or any of its Affiliates as evidenced by
      establishment of a design history file at any time during the period of the
      Employee’s employment under this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) “Cause”
means
      the occurrence of any of the following events: (i) willful and continued
      failure (other than such failure resulting from the Employee’s incapacity during
      physical or mental illness) by the Employee to substantially perform the
      Employee’s duties with the Company or an Affiliate; (ii) conduct by the Employee
      that amounts to willful misconduct or gross negligence; (iii) any act by
      the Employee of fraud, misappropriation, dishonesty, embezzlement or similar
      conduct against the Company or an Affiliate; (iv) commission by the
      Employee of a felony or any other crime involving dishonesty; (v) illegal
      use by the Employee of alcohol or drugs; or (vi) a material breach of the
      Agreement by the Employee.

     

    (g) “Change
      in Control” means

     

    (1) the
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of voting securities of
      Theragenics Corporation where such acquisition causes such person to own
      thirty-five percent (35%) or more of the combined voting power of the then
      outstanding voting securities of Theragenics Corporation entitled to vote
      generally in the election of directors (the “Outstanding Voting Securities”);
      provided, however, that for purposes of this Subsection (1), the following
      acquisitions shall not be deemed to result in a Change of Control: (i) any
      acquisition directly from Theragenics Corporation, (ii) any acquisition by
      Theragenics Corporation, (iii) any acquisition by any employee benefit plan
      (or related trust) sponsored or maintained by Theragenics Corporation or any
      corporation controlled by Theragenics Corporation or (iv) any acquisition
      by any corporation pursuant to a transaction that complies with clauses (i),
      (ii) and (iii) of Subsection (3) below; and provided, further, that if any
      Person’s beneficial ownership of the Outstanding Voting Securities reaches or
      exceeds thirty-five percent (35%) as a result of a transaction described in
      clause (i) or (ii) above, and such Person subsequently acquires beneficial
      ownership of additional voting securities of Theragenics Corporation, such
      subsequent acquisition shall be treated as an acquisition that causes such
      Person to own thirty-five percent (35%) or more of the Outstanding Voting
      Securities; or

     

    (2) individuals
      who as of the date hereof, constitute the Board of Directors (the “Incumbent
      Board”) cease
      for any
      reason to constitute at least a majority of the Board of Directors; provided,
      however, that any individual becoming a director subsequent to the date hereof
      whose election, or nomination for election by the shareholders of Theragenics
      Corporation,
      was
      approved by a vote of at least two-thirds of the directors then comprising
      the
      Incumbent Board shall be considered as though such individual were a member
      of
      the Incumbent Board, but excluding, for this purpose, any such individual whose
      initial assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      Person other than the Board of Directors; or

     

    
      
        
        

      

      
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    (3) the
      approval by the shareholders of Theragenics Corporation of a reorganization,
      merger or consolidation or sale or other disposition of all or substantially
      all
      of the assets of Theragenics Corporation (“Business Combination”) or, if
      consummation of such Business Combination is subject, at the time of such
      approval by shareholders, to the consent of any government or governmental
      agency, the obtaining of such consent (either explicitly or implicitly by
      consummation); excluding, however, such a Business Combination pursuant to
      which
      (i) all or substantially all of the individuals and entities who were the
      beneficial owners of the Outstanding Voting Securities immediately prior to
      such
      Business Combination beneficially own, directly or indirectly, more than 60%
      of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation that as a result of such transaction owns Theragenics Corporation
      or
      all or substantially all of Theragenics Corporation’s assets either directly or
      through one or more subsidiaries) in substantially the same proportions as
      their
      ownership, immediately prior to such Business Combination of the Outstanding
      Voting Securities, (ii) no Person (excluding any employee benefit plan (or
      related trust) of Theragenics Corporation or such corporation resulting from
      such Business Combination) beneficially owns, directly or indirectly,
      thirty-five percent (35%) or more of, respectively, the then outstanding shares
      of common stock of the corporation resulting from such Business Combination
      or
      the combined voting power of the then outstanding voting securities of such
      corporation except to the extent that such ownership existed prior to the
      Business Combination and (iii) at least a majority of the members of the
      board of directors of the corporation resulting from such Business Combination
      were members of the Incumbent Board at the time of the execution of the initial
      agreement, or of the action of the Board, providing for such Business
      Combination; or

     

    (4) approval
      by the shareholders of Theragenics
      Corporation
      of a
      complete liquidation or dissolution of Theragenics Corporation.

     

    Notwithstanding
      the foregoing, no Change of Control shall be deemed to have occurred for
      purposes of this Agreement by reason of any actions or events in which the
      Employee participates in a capacity other than in the Employee’s capacity as an
      employee.

     

    (h) “Closing”
shall
      have the meaning set forth in the Introduction to this Agreement.

     

    (i) “Company
      Invention”
means
      any Invention which is conceived by the Employee alone or in a joint effort
      with
      others during the period of the Employee’s employment hereunder or prior thereto
      while an employee of or consultant to the Company or an Affiliate which
      (i) may be reasonably expected to be used in a product of the Company or an
      Affiliate, or a product similar to a product of the Company or an Affiliate,
      (ii) results from work that the Employee has been assigned as part of the
      Employee’s duties as an employee of or consultant to the Company or an
      Affiliate, (iii) is in an area of technology which is the same or substantially
      related to the areas of technology with which the Employee is involved in the
      performance of the Employee’s duties as an employee of the Company or an
      Affiliate, or (iv) is useful, or which the Employee reasonably expects may
      be
      useful, in any manufacturing or product design process of the Company or an
      Affiliate.

     

    
      
        
        

      

      
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    (j) “Competing
      Business”
means
      any person, firm, corporation, joint venture or other business entity which
      is
      engaged in the Business of the Company (or any aspect thereof) within the
      Area.

     

    (k) “Confidential
      Information”
means
      data and information relating to the business of the Company or an Affiliate
      which is or has been disclosed to the Employee or of which the Employee became
      aware as a consequence of or through the Employee’s relationship to the Company
      or an Affiliate and which has value to the Company or an Affiliate and is not
      generally known to its competitors. Confidential Information shall not include
      any data or information that has been voluntarily disclosed to the public by
      the
      Company or an Affiliate (except where such public disclosure has been made
      by
      the Employee without authorization) or that has been independently developed
      and
      disclosed by others, or that otherwise enters the public domain through lawful
      means.

     

    (l) “Disability”
means
      the inability of the Employee to perform any of the Employee’s duties hereunder
      due to a physical, mental, or emotional impairment, as determined by an
      independent qualified physician (who may be engaged by the Company), for a
      ninety (90) consecutive day period or for an aggregate of one hundred eighty
      (180) days during any three hundred sixty-five (365) day period. 

     

    (m) “Good
      Reason”
means
      the occurrence of any of the following events which is not corrected by the
      Company within thirty (30) days after the Employee’s written notice to the
      Company of the same: (i) the nature of the Employee’s duties or the scope
      of the Employee’s responsibilities are materially modified, without the
      Employee’s consent, to duties or responsibilities that are consistent with a
      lower level position in the Company, (ii) the Employee is required to report,
      without the Employee’s consent, to a supervisor in a different and lower level
      position than is set forth in Section 2(a) in the Company, (iii) the
      Company changes the location of the Employee’s place of employment, without the
      Employee’s consent, to more than fifty (50) miles from its present location,
      (iv) a material breach of this Agreement by the Company; provided that with
      respect to any of the foregoing events, the Employee gives the Company notice
      of
      the event within thirty (30) days of the date of the event and provided the
      Employee resigns effective upon not less than fourteen (14) days, and not more
      than thirty (30) days notice to the Company after the expiration of the
      Company’s thirty (30) day cure period.

     

    (n) “Invention”
means
      any discovery, whether or not patentable, including, but not limited to, any
      useful process, method, formula, technique, machine, manufacture, composition
      of
      matter, algorithm or computer program, as well as improvements thereto, which
      is
      new or which the Employee has a reasonable basis to believe may be
      new.

     

    (o) “Stock
      Purchase Agreement”
means
      the stock purchase agreement referred to in the Introduction to this
      Agreement.

     

    
      
        
        

      

      
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    (p) “Termination
      Date”
means
      the date which corresponds to the first to occur of (i) the death or Disability
      of the Employee, (ii) the last day of the Term as provided in Section 4(a)
      below
      or (iii) the date set forth in a notice given pursuant to Section 4(b)
      below.

     

    (q) “Trade
      Secrets”
means
      information including, but not limited to, technical or nontechnical data,
      formulas, patterns, compilations, programs, devices, methods, techniques,
      drawings, processes, financial data, financial plans, product plans or lists
      of
      actual or potential customers or suppliers which (i) derives economic
      value, actual or potential, from not being generally known to, and not being
      readily ascertainable by proper means by, other persons who can obtain economic
      value from its disclosure or use, and (ii) is the subject of efforts that
      are reasonable under the circumstances to maintain its secrecy.

     

    (r) “Work”
means
      a
      copyrightable work of authorship, including without limitation, any technical
      descriptions for products, user’s guides, illustrations, advertising materials,
      computer programs (including the contents of read only memories) and any
      contribution to such materials.

     

    
      	2.	
              Terms
                and Conditions of Employment.

            


    

     

    (a) Employment.
      The
      Company hereby employs the Employee as its President and the Employee accepts
      such employment with the Company in such capacity and agrees to serve as
      President as long as the Employee is appointed to such position, subject to
      the
      terms and conditions hereof. The Employee shall report to the Chief Executive
      Officer of the Company and shall have such authority and responsibilities not
      inconsistent with the Employee’s position as shall reasonably be assigned to the
      Employee from time to time.

     

    (b) Exclusivity.
      Throughout the Employee’s employment hereunder, the Employee shall devote
      substantially all the Employee’s time, energy and skill during regular business
      hours to the performance of the duties of the Employee’s employment (vacations
      and reasonable absences due to illness excepted), shall faithfully and
      industriously perform such duties, and shall diligently follow and implement
      all
      management policies and decisions of the Company.

     

    (c) Adjustment
      and Consultancy.
      

     

    (i) During
      the term of the Employee’s employment, Employee will meet once per calendar
      quarter with the Chief Executive Officer of the Theragenics Corporation (“CEO”)
      (or upon such other schedule as the Employee and the CEO may separately agree)
      to review and discuss the transition of the Employee’s day-to-day operational
      responsibilities from the Employee to other members of management of the Company
      (the “Transition”), using any quantitative or qualitative evidence they choose.
      Based on this review and discussion, the Employee and CEO agree to negotiate
      in
      good faith in determining the timing and extent to which the Employee can reduce
      his day to day operational responsibilities and reduce the number of hours
      per
      week devoted to his job responsibilities at the Company. If the Employee’s
      regularly-scheduled working hours are reduced below forty (40) hours per week,
      Employee and the Company agree that there shall be a proportional downward
      adjustment in the Employee’s base salary under Section 3(a), notwithstanding
      anything to the contrary contained therein. Not withstanding the foregoing,
      the
      Employee’s base salary cannot be reduced to less than 50% of his base salary at
      the time his regularly scheduled working hours are reduced below 40 hours per
      week. 

     

    
      
        
        

      

      
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    (ii) The
      parties specifically contemplate that, at some future date, the Transition
      will
      result in the Employee ceasing to be an employee of the Company by virtue of
      his
      diminishing day-to-day operational responsibilities. At such time as the
      Employee and the Company agree, they shall execute an independent contractor
      agreement in substantially the form attached as Exhibit
      A
      hereto,
      at which point the Employee shall cease to be an employee of the Company and
      shall become a consultant to the Company. The Company’s obligation to enter into
      the consulting agreement described in this Section 2(c)(ii) will be contingent
      upon the Employee executing and providing to the Company (and not revoking
      within the revocation period, if any, provided pursuant to the applicable
      release agreement) the form of release agreement attached hereto as Exhibit
      B,
      Exhibit
      C,
      or
Exhibit
      D,
      whichever is determined by the Company to be appropriate. The Employee shall
      execute the release within such period as is provided for in the applicable
      release agreement, following the Company’s provision of such release agreement
      to the Employee in connection with the Employee’s termination of employment.
      Notwithstanding anything herein to the contrary, the termination of the
      Employee’s employment under this Section 2(c)(ii) and the execution of the
      agreement described in this Section 2(c)(ii) shall be deemed to be a termination
      of employment under Section 4(b)(i).

     

    
      	3.	
              Compensation.

            


    

     

    (a) Base
      Salary.
      In
      consideration for the Employee’s services hereunder, the Company shall pay to
      the Employee an annual base salary in the amount of $195,000. The Employee’s
      annual base salary shall be reviewed at least annually by the Company and the
      Company may approve an increase in (but may not decrease) the Employee’s annual
      base salary from time to time. The Company shall pay annual base salary in
      accordance with the normal payroll payment practices of the Company and subject
      to such deductions and withholdings as law or policies of the Company, from
      time
      to time in effect, require.

     

    (b) Short-Term
      Incentive Plan.
      The
      Employee shall be entitled to participate in short-term incentive plans or
      programs applicable generally to similarly situated management employees of
      the
      Company, subject to the terms of the plan or program and the conditions
      established by the Company or Theragenics Corporation, and subject to the
      Company’s or Theragenics Corporation’s right to amend or terminate the plan or
      program at any time.

    


    (c) Stock
      Based Compensation.
      Stock
      options or other stock-based compensation will be awarded to the Employee at
      the
      discretion of the Compensation Committee or the Board of Directors, and pursuant
      to the stock incentive plan, of the Company or Theragenics
      Corporation.

     

    (d) Vacation.
      The
      Employee shall be entitled to vacation in accordance with Company policy, but
      in
      no event will the Employee be entitled to more than four (4) weeks of vacation
      per year. Vacation shall be taken at times mutually convenient to the Company
      and the Employee.

     

    
      
        
        

      

      
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    (e) Memberships.
      The
      Company will reimburse the Employee for one professional membership which has
      a
      business related purpose and is approved by the Company.

     

    (f) Licenses.
      The
      Company will reimburse the Employee for the costs associated with keeping in
      full force the professional licenses the Employee possessed prior to the date
      of
      this Agreement, provided that the licenses have a business-related purpose.
      This
      benefit shall include reimbursement for costs associated with up to two (2)
      trips per year to attend professional meetings necessary for maintaining the
      licenses and credentials.

     

    (g) Financial,
      Tax and Estate Planning.
      The
      Company will reimburse the Employee for the cost of personal financial, tax,
      and
      estate planning and services in an amount not to exceed $1,000 per
      year.

     

    (h) Annual
      Physical.
      The
      Company will pay the expenses associated with an annual physical examination
      for
      the Employee for each year during the Term.

     

    (i) Life
      Insurance.
      During
      the term of this Agreement, the Company will provide the Employee with term
      life
      insurance coverage in accordance with its group term life insurance program.
      Subject to the availability of supplemental coverage under the terms of the
      Company’s program, the Company will reimburse the Employee for the Employee’s
      cost of premiums under its group term life insurance program for additional
      optional coverage up to the lesser of an additional $200,000 death benefit
      or an
      aggregate death benefit up to $450,000.

     

    (j) Expenses.
      The
      Employee shall be entitled to be reimbursed in accordance with the policies
      of
      the Company, as adopted and amended from time to time, for all reasonable and
      necessary expenses incurred by the Employee in connection with the performance
      of the Employee’s duties of employment hereunder; provided, however, the
      Employee shall, as a condition of such reimbursement, submit verification of
      the
      nature and amount of such expenses in accordance with the reimbursement policies
      from time to time adopted by the Company.

     

    (k) Benefits.
      In
      addition to the benefits payable to the Employee specifically described herein,
      the Employee shall be entitled to such benefits as generally may be made
      available to similarly situated management employees of the Company from time
      to
      time; provided, however, that nothing contained herein shall require the
      establishment or continuation of any particular plan or program.

     

    
      	4.	
              
              

            


    

     

    (a) Term.
      The
      term of this Agreement (the “Term”) shall commence as of the date of the Closing
      (the “Commencement Date”) and shall expire on the second (2nd)
      anniversary of the Commencement Date, with automatic extensions for successive
      additional one-year terms, as provided herein. Ninety (90) days before the
      second (2nd)
      anniversary of the Commencement Date and ninety (90) days before each subsequent
      anniversary of the Commencement Date, the Agreement is extended for an
      additional one year period unless either party gives prior notice of
      termination. In the event prior notice of termination is given, this Agreement
      shall terminate at the end of the remaining Term then in effect.

     

    
      
        
        

      

      
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    (b) Termination.
      The
      Employee’s employment by the Company hereunder may only be terminated before
      expiration of the Term (i) by mutual agreement of the Employee and the Company;
      (ii) by the Employee with Good Reason; (iii) by the Employee without Good Reason
      upon not less than thirty (30) days written prior notice to the Company; (iv)
      by
      the Company without Cause; (v) by the Company for Cause; or (vi) by the Company
      or the Employee due to the Disability of the Employee. This Agreement shall
      also
      terminate immediately upon the death of the Employee. Notice of termination
      by
      either the Company or the Employee shall be given in writing and shall specify
      the basis
      for
      termination and the effective date of termination.

     

    (c) Effect
      of Termination.
      Upon
      termination of the Employee’s employment hereunder, the Company and its
      Affiliates shall have no further obligation to the Employee or the Employee’s
      estate with respect to this Agreement, except for payment of salary and bonus
      amounts, if any, accrued pursuant to Section 3(a) or 3(b) hereof and unpaid
      at
      the Termination Date previously incurred and unreimbursed expenses in accordance
      with Sections 3(e), 3(f), 3(g) and 3(j) hereof, and termination payments, if
      any, set forth in Section 4(e) or 4(f) hereof, as applicable, subject to the
      provisions of Section 11 hereof. Neither Section 4(e) nor 4(f) applies to a
      Termination due to the Employee’s Disability or death. Nothing contained herein
      shall limit or impinge any other rights or remedies of the Company, its
      Affiliates or the Employee under any other agreement or plan to which the
      Employee is a party or of which the Employee is a beneficiary.

     

    (d) Survival.
      The
      covenants of the Employee in Sections 5, 6, 7, 8 and 9 hereof shall survive
      the
      termination of the Employee’s employment hereunder and shall not be extinguished
      thereby.

     

    (e) Certain
      Terminations not in Connection with a Change in Control.
      If
      either the Company terminates the Employee’s employment without Cause or the
      Employee terminates the Employee’s employment for Good Reason, and in either
      event a Change in Control has not occurred within the one year preceding the
      termination of employment and does not occur within ninety (90) days after
      the
      termination of employment, the Company shall be obligated to continue to pay
      the
      Employee the Employee’s annual base salary at the time of termination of
      employment for two (2) years after
      termination of employment. Payments made under this Section 4(e) shall be paid
      as a salary continuation on the same schedule that applied while the Employee
      was employed, provided, however, that no payment hereunder shall be paid until
      sixty (60) days after the Employee’s termination of employment, at which time
      the Employee shall be paid a lump sum equal to the payments accumulated to
      such
      date, and thereafter payment of the unpaid balance shall continue on what would
      have otherwise been the original payment schedule for such unpaid balance.
      Notwithstanding the foregoing, if the payment of severance hereunder would
      fail
      to meet the requirements of Section 409A(a)(1) of the Internal Revenue Code
      because the Employee is a “specified employee” (within the meaning of Section
      409A of the Internal Revenue Code), no payment hereunder shall be made until
      six
      months after the Employee’s termination of employment, at which time the
      Employee shall be paid a lump sum equal to what would otherwise have been the
      first six months’ of such payments, and thereafter payment of the unpaid balance
      shall continue on what would otherwise have been the original payment schedule
      for such unpaid balance.

     

    
      
        
        

      

      
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    (f) Certain
      Terminations in Connection with a Change in Control.
      If,
      within ninety (90) days preceding or within one year following a Change in
      Control, either the Company terminates the Employee’s employment without Cause
      or the Employee terminates the Employee’s employment for Good Reason, the
      Company shall be obligated to pay the Employee an amount equal to whichever
      of
      the following results in the Employee receiving a larger after-tax amount:
      (i)
      two (2) times the Employee’s annual base salary at the time of termination of
      employment or (ii) if less than two (2) times the Employee’s annual base salary
      at the time of termination of employment, then the largest amount that could
      be
      paid to the Employee, which will not result in a nondeductible “parachute
      payment” under Section 280G of the Internal Revenue Code. Payments made under
      this Section 4(f) shall be paid as a salary continuation on the same schedule
      that applied while the Employee was employed, provided, however, that no payment
      hereunder shall be paid until sixty (60) days after the Employee’s termination
      of employment, at which time the Employee shall be paid a lump sum equal to
      the
      payments accumulated to such date, and thereafter payment of the unpaid balance
      shall continue on what would have otherwise been the original payment schedule
      for such unpaid balance. Notwithstanding the foregoing, if the payment of
      severance hereunder would fail to meet the requirements of Section 409A(a)(1)
      of
      the Internal Revenue Code because the Employee is a “specified employee” (within
      the meaning of Section 409A of the Internal Revenue Code), no payment hereunder
      shall be made until six months after the Employee’s termination of employment,
      at which time the Employee shall be paid a lump sum equal to what would
      otherwise have been the first six months’ of such payments, and thereafter
      payment of the unpaid balance shall continue on what would otherwise have been
      the original payment schedule for such unpaid balance.

     

    (g) Notwithstanding
      any other provision hereof, the Company’s obligation to pay the severance
      benefit set forth in Section 4(e) or 4(f), if applicable, will be contingent
      upon the Employee executing and providing to the Company (and not revoking
      within the revocation period, if any, provided pursuant to the applicable
      release agreement) the form of release agreement attached hereto as Exhibit
      B,
      Exhibit
      C,
      or
Exhibit
      D,
      whichever is determined by the Company to be appropriate. The Employee shall
      execute the release within such period as is provided for in the applicable
      release agreement, following the Company’s provision of such release agreement
      to the Employee in connection with the Employee’s termination of
      employment.

     

    
      	5.	
              Agreement
                Not to Compete and Not to Solicit Customers.

            


    

    


    (a) Agreement
      Not to Compete.
      The
      Employee agrees that commencing on the Commencement Date and continuing through
      the Applicable Period, the Employee will not (except on behalf of or with the
      prior written consent of the Company, which consent may be withheld in Company’s
      sole discretion), within the Area, either directly or indirectly, on the
      Employee’s own behalf, or in the service of or on behalf of others, provide
      services of a similar type or nature as the Employee performs for the Company
      to
      any Competing Business. For purposes of this Section 5, the Employee
      acknowledges and agrees that the Business of the Company is conducted in the
      Area.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) Agreement
      Not to Solicit Customers.
      The
      Employee further agrees that beginning on the Commencement Date and throughout
      the Applicable Period within the Area, the Employee will not, directly or
      indirectly, on the Employee’s own behalf, or on behalf of any third party,
      entity or business, divert, solicit, or attempt to divert or solicit to a
      Competing Business for the purpose of providing products or services in
      competition with the Business of the Company to any individual or entity (a)
      who
      is a Customer at any time during the last twelve (12)-month period of the
      Employee’s employment with the Company, or who was within such period a
      Prospective Customer, and (b) in either case, with whom the Employee had
      material contact on the Company’s or an Affiliate’s behalf. For purposes of this
      Agreement, “material contact” exists between the Employee and each Customer or
      actively sought Prospective Customer (i) with whom the Employee dealt on behalf
      of Company or an Affiliate; (ii) whose dealings with Company or an Affiliate
      were coordinated or supervised by the Employee; or (iii) about whom the Employee
      obtained Confidential Information in the course of the Employee’s providing
      services to Company or an Affiliate. For purposes of this Agreement, “Customer”
means any individual or entity from whom the Company or an Affiliate has
      solicited sales or provided targeted marketing or other services, and a
“Prospective Customer” means any individual or entity the Company or an
      Affiliate has identified as a potential Customer as part of any long-term or
      strategic plan.

    


    
      
        
          	6.	
                  Agreement
                    Not to Solicit Employees.

                


        

      

    

    


    The
      Employee agrees that commencing on the Commencement Date and continuing through
      the Applicable Period, the Employee will not, either directly or indirectly,
      on
      the Employee’s own behalf or in the service of or on behalf of others, solicit,
      divert or hire, or
      attempt to solicit, divert or hire, to any Competing Business in the Area any
      person employed by the Company or an Affiliate with whom the Employee has had
      material contact during the Employee’s employment, whether or not such employee
      is a full-time employee or a temporary employee of the Company or an Affiliate
      and whether or not such employment is pursuant to written agreement and whether
      or not such employment is for a determined period or is at will.

    


    
      
        
          	7.	
                  Ownership
                    and Protection of Proprietary Information.

                


        

      

    

    


    (a) Confidentiality.
      All
      Confidential Information and Trade Secrets and all physical embodiments thereof
      received or developed by the Employee while employed by the Company are
      confidential to and are and will remain the sole and exclusive property of
      the
      Company. Except to the extent necessary to perform the duties assigned to the
      Employee by the Company, the Employee will hold such Confidential Information
      and Trade Secrets in trust and strictest confidence, and will not use,
      reproduce, distribute, disclose or otherwise disseminate the Confidential
      Information and Trade Secrets or any physical embodiments thereof and may in
      no
      event take any action causing or fail to take the action necessary in order
      to
      prevent, any Confidential Information and Trade Secrets disclosed to or
      developed by the Employee to lose its character or cease to qualify as
      Confidential Information or Trade Secrets.

    


    (b) Return
      of Company Property.
      Upon
      request by the Company, and in any event upon termination of the employment
      of
      the Employee with the Company for any reason, as a prior condition to receiving
      any final compensation hereunder (including payments pursuant to
      Section 4(e) or 4(f) hereof), the Employee will promptly deliver to the
      Company all property belonging to the Company, including, without limitation,
      all Confidential Information and Trade Secrets (and all embodiments thereof)
      then in the Employee’s custody, control or possession.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c) Survival.
      The
      covenants of confidentiality set forth herein will apply on and after the date
      hereof to any Confidential Information and Trade Secrets disclosed by the
      Company or developed by the Employee prior to or after the date hereof. The
      covenants restricting the use of Confidential Information will continue and
      be
      maintained by the Employee for a period of two (2) years following the
      termination of this Agreement. The covenants restricting the use of Trade
      Secrets will continue and be maintained by the Employee following termination
      of
      this Agreement for so long as permitted by the Georgia Trade Secrets Act of
      1990, O.C.G.A. § 10-1-760, et seq. and as amended hereafter.

    


    
      	8.	
              Inventions.

            


    

    


    (a) Company
      Inventions.
      The
      Employee agrees that all Company Inventions conceived or first reduced to
      practice by the Employee during the Term or prior to the Term while an employee
      of or consultant of the Company, and all patent rights and copyrights to such
      Company Inventions shall become and remain the property of the Company, and
      the
      Employee hereby irrevocably and unconditionally sells, transfers, conveys,
      assigns and delivers to Company (a) Employee’s entire worldwide right,
      title and interest in and to the Company Inventions, any continuations,
      continuations-in-part, divisionals, reissues, re-exams, or extensions thereof,
      together with the right to sue for and recover and retain damages with respect
      to past infringements of the Company Inventions by third parties, both foreign
      and domestic, the same to be held and enjoyed by Company for the Company’s own
      use and enjoyment, and for the use and enjoyment of its successors, assigns
      or
      other legal representatives as fully and entirely as the same would have been
      held and enjoyed by Employee if this assignment had not been made, (b) all
      applications for industrial property protection, including, without limitation,
      all applications for patents, utility models and designs which may heretofore
      have been filed or may hereafter be filed for said inventions in any country,
      together with the right to file such applications and the right to claim the
      same priority rights derived from said patent applications under the patent
      laws
      of the United States, the International Convention for the Protection of
      Industrial Property, or any international agreement or the domestic laws of
      the
      country in which any such application is filed, as may be applicable, and
      (c) all forms of industrial property protection, including, without
      limitation, patents, utility models and designs which may heretofore have been
      granted or may hereafter be granted for said inventions in any country and
      all
      extensions, renewals and reissues thereof If the Employee conceives an Invention
      during the Term of this Agreement for which there is a reasonable basis to
      believe that the conceived Invention is a Company Invention, the Employee shall
      promptly provide a written description of the conceived Invention to the Company
      adequate to allow evaluation thereof for a determination by the Company as
      to
      whether the Invention is a Company Invention. Notwithstanding the foregoing,
      the
      provisions of this Section 8(a) shall not apply to any Invention that the
      Employee may develop without using the Company’s equipment, supplies,
      facilities, or trade secret information, except for any Inventions that either
      (i) relate at the time of conception or reduction to practice of the Invention
      to the Business of the Company, or to actual or demonstrably anticipated
      research or development of the Company; or (ii) result from any work performed
      by the Employee for the Company.  

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b) Prior
      Inventions.
      If
      prior
      to the Commencement Date the Employee conceived any Invention or acquired any
      ownership interest in any Invention which (i) is the property of the Employee,
      or of which the Employee is a joint owner with another person or entity, (ii)
      is
      not described in any issued patent as of the Commencement Date, and (iii) would
      be a Company Invention if such Invention were made during the Term of this
      Agreement, then (A) with respect to any such Invention described in Exhibit
      E
      attached
      hereto, the Employee hereby agrees that such written description (but no rights
      to the Invention) is and shall remain the property of the Company and (B) with
      respect to any such Invention not described in Exhibit
      E
      attached
      hereto, the Employee hereby grants to the Company a nonexclusive, paid up,
      royalty-free license to use and practice such Invention, including a license
      under all patents to issue in any country which pertain to such
      Invention. 

    


    (c) Prior
      Patents.
      The
      Employee represents to the Company that the Employee owns or has rights to
      no
      patents or copyrights, individually or jointly with others, except those
      described in Exhibit
      E
      attached
      hereto.

    


    (d) Patent
      Applications.
      The
      Employee agrees that should the Company elect to file an application for patent
      protection, either in the United States or in any foreign country, on a Company
      Invention of which the Employee was an inventor, the Employee for the Employee
      and
      the
      Employee’s successors, heirs and assigns, but at Company’s expense, shall
      execute all applications, amended specifications, deeds or other instruments,
      and to do all acts necessary or proper to secure the grant of Letters Patent
      in
      the United States and in all other countries to the Company, with specifications
      and claims in such form as shall be approved by the counsel of the Company
      and
      to vest and confirm in Company its successors and assigns, the legal title
      to
      all such patents.
      The
      Employee further agrees to cooperate with any attorneys or other persons
      designated by the Company by explaining the nature of any Company Invention
      for
      which the Company elects to file an application for patent protection, reviewing
      applications and other papers and providing any other cooperation reasonably
      required for orderly prosecution of such patent applications; provided, however,
      that if the Employee is required to provide such assistance after the Employee
      has left employment with the Company, the Company shall pay the Employee an
      hourly rate for the Employee’s assistance, which shall be determined by
      converting the Employee’s annual salary as in effect upon termination of the
      Employee’s employment with the Company into an hourly rate of pay. The Company
      shall be responsible for all expenses incurred for the preparation and
      prosecution of all patent applications on Company Inventions filed by the
      Company. 
      Employee agrees, and Employee further authorizes and grants a limited power
      of
      attorney to the Company or its designee, to execute on Employee’s behalf any
      documents necessary to evidence the assignments granted herein for the United
      States or any other country without further notice to Employee.

    


    
      	9.	
              Copyrights.

            


    

    


    (a) Ownership
      and Assignment.
      The
      Employee acknowledges and agrees that any Works created by the Employee in
      the
      course of the Employee’s employment during the Term or prior to the Term while
      an employee of or consultant to the Company, are subject to the “Work for Hire”
provisions contained in Sections 101 and 201 of the United States
      Copyright Law, Title 17 of the United States Code, and that all right,
      title and interest to copyrights in all Works which have been or will be
      prepared by the Employee within the scope of the Employee’s employment hereunder
      shall be the property of the Company.  The Employee further acknowledges
      and agrees that, to the extent the provisions of Title 17 of the United
      States Code do not vest in the Company the copyrights to any Works, the Employee
      hereby assigns to the Company all right, title and interest to copyrights which
      the Employee may have in such Works, including the right to sue for and recover
      and retain damages with respect to past infringement. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) Registration.
      The
      Employee agrees to disclose to the Company all Works referred to in the
      immediately preceding paragraph and execute and deliver all applications for
      registration, registrations, and other documents relating to the copyrights
      to
      the Works and provide such additional assistance, as the Company may deem
      necessary and desirable to secure the Company’s title to the copyrights in the
      Works.  The Company shall be responsible for all expenses incurred in
      connection with the registration of all such copyrights.

    


    (c) Prior
      Works.
      The
      Employee claims no ownership rights in any Works, except as described in
Exhibit E
      attached
      hereto.

    


    
      	10.	
              Contracts
                or Other Agreements with Former Employer or
                Business.

            


    

    


    The
      Employee hereby represents and warrants that the Employee is not subject to
      any
      employment agreement or similar document, except as previously disclosed and
      delivered to the Company, with a former employer or any business with which
      the
      Employee has been associated, which on its face prohibits the Employee during
      a
      period of time which extends through the Commencement Date from any of the
      following: (i) competing with, or in any way participating in a business
      which competes with the Employee’s former employer or business;
      (ii) soliciting personnel of such former employer or business to leave such
      former employer’s employment or to leave such business; or (iii) soliciting
      customers of such former employer or business on behalf of another business.
      The
      Employee hereby further represents and warrants that the Employee has not
      executed any agreement with any other party which, on its face, purports to
      require the Employee to assign any Work or any Invention created, conceived
      or
      first reduced to practice by the Employee during a period of time which extends
      through the Commencement Date except as previously disclosed in writing to
      the
      Company. 

    


    
      	11.	
              Remedies.

            


    

    


    (a) The
      Employee agrees that the covenants and agreements contained in Sections 5,
      6, 7,
      8 and 9 hereof are of the essence of this Agreement; that each of such covenants
      is reasonable and necessary to protect and preserve the interests and properties
      of the Company and the Business of the Company; that the Company is engaged
      in
      and throughout the Area in the Business of the Company; that the Employee has
      access to and knowledge of the Company’s business and financial plans; that
      irreparable loss and damage will be suffered by the Company should the Employee
      breach any of such covenants and agreements; that each of such covenants and
      agreements is separate, distinct and severable not only from the other of such
      covenants and agreements but also from the other and remaining provisions of
      this Agreement; that the unenforceability of any such covenant or agreement
      shall not affect the validity or enforceability of any other such covenant
      or
      agreements or any other provision or provisions of this Agreement; and that,
      in
      addition to other remedies available to it, the Company shall be entitled to
      specific performance of this Agreement and to both temporary and permanent
      injunctions to prevent a breach or contemplated breach by the Employee of any
      of
      such covenants or agreements.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition to any other rights the Company may have pursuant to this Agreement,
      if
      the Employee engages in or provides managerial, supervisory, sales, marketing,
      financial, management information, administrative or consulting services or
      assistance (collectively “Prohibited Services”) to, or owns (other than
      ownership of less than five percent (5%) of the outstanding voting securities
      of
      an entity whose voting securities are traded on a national securities exchange
      or quoted on the National Association of Securities Dealers, Inc. Automated
      Quotation System) a beneficial or legal interest in, any Competing Business
      within the Area during the Applicable Period, the Employee will forfeit any
      amounts owed to the Employee under Section 4(e) or 4(f), as applicable, which
      have not been paid to the Employee by the Company and the Employee shall
      immediately repay to the Company all amounts previously paid to the Employee
      pursuant to Section 4(e) or 4(f), as applicable.

    


    
      
        
          	12.	
                  No
                    Set-Off.

                


        

      

    

    


    The
      existence of any claim, demand, action or cause of action by the Employee
      against the Company, or any Affiliate, whether predicated upon this Agreement
      or
      otherwise, shall not constitute a defense to the enforcement by the Company
      of
      any of its rights hereunder. The existence of any claim, demand, action or
      cause
      of action by the Company or any Affiliate against the Employee, whether
      predicated upon this Agreement or otherwise, shall not constitute a defense
      to
      the enforcement by the Employee of any of the Employee’s rights
      hereunder.

    


    
      
        
          	13.	
                  Notice.

                


        

      

    

    


    All
      notices, requests, demands and other communications required hereunder shall
      be
      in writing and shall be deemed to have been duly given if delivered or if
      mailed, by United States certified or registered mail, prepaid to the party
      to
      which the same is directed at the following addresses (or at such other
      addresses as shall be given in writing by the parties to one
      another):

     

    
      	
              If
                to the Company: 

            	Theragenics
              Corporation
              5203
                Bristol Industrial Way

              Buford,
                Georgia 30518

              Attn: Chief
                Financial Officer

            
	
               

            	
               

            
	
              If
                to the Employee:

            	The most recent address that the
              Company
              has
                on file for the Employee. 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    Notices
      delivered in person shall be effective on the date of delivery.  Notices
      delivered by mail as aforesaid shall be effective upon the third calendar day
      subsequent to the postmark date thereof.

    


    
      	14.	
              Miscellaneous.

            


    

    


    (a) Assignment. 
      Neither this Agreement nor any right of the parties hereunder may be assigned
      or
      delegated by any party hereto without the prior written consent of the other
      party.

    


    (b) Waiver. 
      The waiver by the Company of any breach of this Agreement by the Employee shall
      not be effective unless in writing, and no such waiver shall constitute the
      waiver of the same or another breach on a subsequent occasion.

    


    (c) Arbitration. 
      Any controversy or claim arising out of or relating to this Agreement, or the
      breach thereof, shall be adjudicated through binding arbitration before a single
      arbitrator in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association (“AAA”) in Atlanta, Georgia, with the Company bearing
      responsibility for the filing costs charged by the AAA for such arbitration.
      However the provisions of this Section will not prevent the Company from
      instituting an action in a court of law under this Agreement for specific
      performance of this Agreement or temporary or permanent injunctive relief as
      provided in Section 11 hereof. The parties hereto agree that the exclusive
      venue
      for any such lawsuit will be Gwinnett County, Georgia and the Employee consents
      to the exercise of personal jurisdiction by the Superior Court of Gwinnett
      County for the purposes of such lawsuit.

     

    Any
      party
      who desires to submit a claim to arbitration in accordance with this Section
      shall file its demand for arbitration with AAA within thirty (30) days of the
      event or incident
      giving rise to the claim. A copy of said demand shall be served on the other
      party in accordance with the notice provisions in Section 13 of this Agreement.
      The parties agree that they shall attempt in good faith to select an arbitrator
      by mutual agreement within twenty (20) days after the responding party’s receipt
      of the demand for arbitration. If the parties do not agree on the selection
      of
      an arbitrator within that timeframe, the selection shall be made pursuant to
      the
      rules from the panels of arbitrators maintained by the AAA. If the Employee
      prevails in the dispute, the Company will pay and be financially responsible
      for
      all costs, expenses, reasonable attorneys’ fees and reasonable expenses of the
      arbitrator incurred by the Employee (or the Employee’s estate in the event of
      the Employee’s death) in connection with the dispute. Any award rendered by the
      arbitrator shall be accompanied by a written opinion providing the reasons
      for
      the award. 

     

    By
      initialing below, the Company and the Employee indicate their agreement to
      this
      Section 14(c).

     

    By
      the
      Company: /s/MCJ
      (initials of Company representative)

    By
      Employee: /s/JE
      (initials of Employee)

     

    The
      arbitrator’s award shall be final and non-appealable. Nothing in this Subsection
      shall prevent the parties from settling any dispute or controversy by mutual
      agreement at any time.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (d) Applicable
      Law.
      This
      Agreement shall be construed and enforced under and in accordance with the
      laws
      of the State of Georgia.

    


    (e) Entire
      Agreement. 
      This Agreement embodies the entire agreement of the parties hereto relating
      to
      the subject matter hereof and supersedes all oral agreements, and to the extent
      inconsistent with the terms hereof, all other written agreements. 

    


    (f) Amendment. 
      This Agreement may not be modified, amended, supplemented or terminated except
      by a written instrument executed by the parties hereto.

    


    (g) Severability. 
      Each of the covenants and agreements hereinabove contained shall be deemed
      separate, severable and independent covenants, and in the event that any
      covenant shall be declared invalid by any court of competent jurisdiction,
      such
      invalidity shall not in any manner affect or impair the validity or
      enforceability of any other part or provision of such covenant or of any other
      covenant contained herein.

    


    (h) Captions
      and Section Headings. 
      Except as set forth in Section 1 hereof, captions and section headings used
      herein are for convenience only and are not a part of this Agreement and shall
      not be used in construing it.

    


    IN
      WITNESS WHEREOF, the Company and the Employee have each executed and delivered
      this Agreement as of the date first shown above.

     

    
      	
               

            	 	 
	 	
              THE
                COMPANY:

               

              
                GALT
                  MEDICAL CORP.

              

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                M.
                Christine Jacobs

            
	 	
              Title:


            	
              
                

              
Chairman
	 	 	
            


    

       

    
      
        	
                ATTEST:

                 

              	 	 	 
	/s/
                Francis J.
                Tarallo	 	 	
              
	
                

              	 	 	
              
	
                Title:
                  

                 

              	Assistant
                Secretary 
                [CORPORATE
                  SEAL]

              	 	 	
              


      



    
      
        	 	 	 
	 
 	 
 	
                THE
                  EMPLOYEE:

 
	
              	
              	
                /s/
                  James Eddings

              
	 	
                

                James
                  Eddings

              
	 	
              


      


     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    CONSULTING
      AGREEMENT



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    INDEPENDENT
      CONTRACTOR CONSULTING AGREEMENT

    


    THIS
      AGREEMENT (the “Agreement”) is made effective as of the _____ day of
      ____________________, 200_ (the “Effective Date”), between GALT MEDICAL
      CORPORATION, a Texas corporation (“the Company”), and JAMES EDDINGS (the
“Contractor”).

    


    INTRODUCTION

    


    Pursuant
      to Section 2(c) of that certain employment agreement dated _________ between
      the
      Contractor and the Company, the Company and the Contractor now desire to enter
      into an agreement pursuant to which the Contractor will provide services to
      the
      Company from and after the Effective Date, upon the terms set forth
      below.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    
      	1.	
              Terms
                and Conditions of Engagement.

            


    

    


    (a) Engagement.
      The
      Contractor shall perform such consulting and advisory services to the Company
      as
      the Company may require from time to time. Consultant shall report to the Board
      of Directors of the Company or to such person(s) as the Company shall
      designate.

    


    (b) Contractor
      Relationship.
      The
      Contractor is an independent contractor to the Company, not an employee of
      the
      Company. The Contractor is not an agent of the Company and shall have no right
      to bind the Company. The Company will report all payments to be made hereunder
      on Forms 1099 as payments to the Contractor for independent contracting
      services, and will not report any payments on Form W-2 to the Contractor. The
      Contractor shall not be treated for any purposes as an employee of the Company
      and shall not be entitled to participate in any employee benefits plans or
      programs of the Company. This is a personal services contract for the services
      of the Contractor. The Contractor cannot satisfy the terms and conditions of
      this Agreement by making anyone else available to perform his services. The
      Contractor shall devote sufficient business time and efforts to the performance
      of services for the Company to complete the services within the time frames
      for
      completion established by the Company. The Contractor shall use his best efforts
      in such endeavors. The Contractor shall also perform his services with a level
      of care, skill, and diligence that a prudent professional acting in a like
      capacity and familiar with such matters would use.

    


    
      	2.	
              Compensation.

            


    

    


    (a) Fees.
      

    


    (i) The
      Company shall pay to the Contractor a total of $100,000 for his services
      hereunder for each twelve (12)-month period of the Term, which shall be paid
      in
      substantially equal twice monthly installments in arrears. Notwithstanding
      the
      foregoing, if this Agreement is terminated by the Company without Cause, it
      shall pay the Contractor the remainder of the fee even though the Contractor’s
      services have not been fully performed.

     

    


    (ii) Notwithstanding
      any other provision hereof, the Company’s obligation to pay the severance
      benefit set forth in Section 2(a)(i), if applicable, will be contingent upon
      the
      Contractor executing and providing to the Company (and not revoking within
      the
      revocation period, if any, provided pursuant to the applicable release
      agreement) the form of release agreement attached hereto as Exhibit
      1,
      Exhibit
      2,
      or
Exhibit
      3,
      whichever is determined by the Company to be appropriate. The Contractor shall
      execute the release within such period as is provided for in the applicable
      release agreement, following the Company’s provision of such release agreement
      to the Contractor in connection with the termination of the Contractor’s
      engagement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    (b) Expenses.
      The
      Contractor shall be entitled to be reimbursed in accordance with the policies
      of
      the Company, as adopted and amended from time to time, for all reasonable and
      necessary expenses and business travel incurred by the Contractor in connection
      with the performance of services hereunder; provided, however, the Contractor
      shall, as a condition of such reimbursement, submit verification of the nature
      and amount of such expenses in accordance with the reimbursement policies from
      time to time adopted by the Company.

    


    
      	3.	
              Term,
                Termination and Termination Payments.

            


    

    


    (a) Term.
      The
      Term of this Agreement shall commence as of the Effective Date and will run
      until the day before the first anniversary of the Effective Date (the “Initial
      Term”). At the end of the Initial Term and at the end of any Renewal Term (as
      hereinafter defined), this Agreement shall automatically be extended for a
      successive twelve-month period (the “Renewal Term”) unless either party gives
      written notice to the other of its intent not to extend this Agreement with
      such
      written notice to be given not less than ninety (90) days prior to the end
      of
      the Initial Term or Renewal Term, as applicable. In the event such notice of
      non-extension is properly given, this Agreement shall terminate at the end
      of
      the remaining Term then in effect. Throughout this Agreement, “Term” shall refer
      to the Initial Term or any Renewal Term, as applicable. 

    


    (b) Termination.
      This
      Agreement and the engagement of the Contractor by the Company hereunder shall
      only be terminated: (i) by expiration of the Term set forth in Section 3(a)
      hereof; (ii) by mutual agreement of the parties; (iii) by the Company
      without Cause; (iv) by the Company for Cause; or (v) during any Renewal
      Term, but not the Initial Term, by the Contractor for any reason upon not less
      than thirty (30) days written prior notice to the Company. Notice of termination
      by any party shall be given prior to termination in writing and shall specify
      the basis for termination and the effective date of termination. Except as
      provided in Section 2(a) hereof, the Contractor shall not be entitled to any
      payments after termination of this Agreement.

    


    (c) Survival.
      The
      covenants of the Contractor in Sections 4, 5, 6, 7, 8 and 10 hereof shall
      survive the termination of this Agreement and shall not be extinguished
      thereby.

    


    
      
        
          	4.	
                  Agreement
                    Not to Compete and Not to Solicit Customers.

                


        

      

    

    


    (a) Agreement
      Not to Compete.
      The
      Contractor agrees that commencing on the Effective Date and continuing through
      the twelve (12)-month period following the expiration of the Term (collectively,
      the “Non-Competition Term”), the Contractor will not (except on behalf of or
      with the prior written consent of the Company, which consent may be withheld
      in
      Company’s sole discretion), within the Area, either directly or indirectly, on
      the Contractor’s own behalf, or in the service of or on behalf of others,
      provide services of a similar type or nature as the Contractor performs for
      the
      Company to any Competing Business. For purposes of this Section 4, the
      Contractor acknowledges and agrees that the Business of the Company is conducted
      in the Area.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (b) Agreement
      Not to Solicit Customers.
      The
      Contractor further agrees that during the Non-Competition Term within the Area,
      the Contractor will not, directly or indirectly, on the Contractor’s own behalf,
      or on behalf of any third party, entity or business, divert, solicit, or attempt
      to divert or solicit to a Competing Business for the purpose of providing
      products or services in competition with the Business of the Company to any
      individual or entity (a) who is a Customer at any time during the last twelve
      (12)-month period of the Contractor’s engagement with the Company, or who was
      within such period a Prospective Customer, and (b) in either case, with whom
      the
      Contractor had material contact on the Company’s or an Affiliate’s behalf. For
      purposes of this Agreement, “material contact” exists between the Contractor and
      each Customer or actively sought Prospective Customer (i) with whom the
      Contractor dealt on behalf of Company or an Affiliate; (ii) whose dealings
      with
      Company or an Affiliate were coordinated or supervised by the Contractor; or
      (iii) about whom the Contractor obtained Confidential Information in the course
      of the Contractor’s providing services to Company or an Affiliate. For purposes
      of this Agreement, “Customer” means any individual or entity from whom the
      Company or an Affiliate has solicited sales or provided targeted marketing or
      other services, and a “Prospective Customer” means any individual or entity the
      Company or an Affiliate has identified as a potential Customer as part of any
      long-term or strategic plan.

    


    
      
        
          	5.	
                  Agreement
                    Not to Solicit Employees.

                


        

      

    

    


    The
      Contractor agrees that during the Non-Competition Term, the Contractor will
      not,
      either directly or indirectly, on the Contractor’s own behalf or in the service
      of or on behalf of others, solicit, divert or hire, or attempt to solicit,
      divert or hire, to any Competing Business in the Area any person employed by
      the
      Company or an Affiliate with whom the Contractor has had material contact during
      the Contractor’s engagement, whether or not such employee is a full-time
      employee or a temporary employee of the Company or an Affiliate and whether
      or
      not such employment is pursuant to written agreement and whether or not such
      employment is for a determined period or is at will.

    


    
      
        
          	6.	
                  Ownership
                    and Protection of Proprietary Information.

                


        

      

    

    


    (a) Confidentiality.
      All
      Confidential Information and Trade Secrets and all physical embodiments thereof
      received or developed by the Contractor during the Term or prior to the Term
      while an employee of or consultant to the Company are confidential to and are
      and will remain the sole and exclusive property of the Company. Except to the
      extent necessary to perform the duties assigned to the Contractor by the
      Company, the Contractor will hold such Confidential Information and Trade
      Secrets in trust and strictest confidence, and will not use, reproduce,
      distribute, disclose or otherwise disseminate the Confidential Information
      and
      Trade Secrets or any physical embodiments thereof and may in no event take
      any
      action causing or fail to take the action necessary in order to prevent, any
      Confidential Information and Trade Secrets disclosed to or developed by the
      Contractor to lose its character or cease to qualify as Confidential Information
      or Trade Secrets.

    


    (b) Return
      of Company Property.
      Upon
      request by the Company, and in any event upon termination of the engagement
      of
      the Contractor with the Company for any reason, as a prior condition to
      receiving any final compensation hereunder, the Contractor will promptly deliver
      to the Company all property belonging to the Company, including, without
      limitation, all Confidential Information and Trade Secrets (and all embodiments
      thereof) then in the Contractor’s custody, control or possession.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (c) Survival.
      The
      covenants of confidentiality set forth herein will apply on and after the date
      hereof to any Confidential Information and Trade Secrets disclosed by the
      Company or developed by the Contractor prior to or after the date hereof. The
      covenants restricting the use of Confidential Information will continue and
      be
      maintained by the Contractor for a period of two (2) years following the
      termination of this Agreement. The covenants restricting the use of Trade
      Secrets will continue and be maintained by the Contractor following termination
      of this Agreement for so long as permitted by the Georgia Trade Secrets Act
      of
      1990, O.C.G.A. § 10-1-760, et seq. and as amended hereafter.

    


    
      	7.	
              Inventions.

            


    

    


    (a) Company
      Inventions.
      The
      Contractor agrees that all Company Inventions conceived or first reduced to
      practice by the Contractor during the Term or prior to the Term while an
      employee of or consultant to the Company, and all patent rights and copyrights
      to such Company Inventions shall become and remain the property of the Company,
      and the Contractor hereby irrevocably and unconditionally sells, transfers,
      conveys, assigns and delivers to Company (i) Contractor’s entire worldwide
      right, title and interest in and to the Company Inventions, any continuations,
      continuations-in-part, divisionals, reissues, re-exams, or extensions thereof,
      together with the right to sue for and recover and retain damages with respect
      to past infringements of the Company Inventions by third parties, both foreign
      and domestic, the same to be held and enjoyed by Company for the Company’s own
      use and enjoyment, and for the use and enjoyment of its successors, assigns
      or
      other legal representatives as fully and entirely as the same would have been
      held and enjoyed by Contractor if this assignment had not been made, (ii) all
      applications for industrial property protection, including, without limitation,
      all applications for patents, utility models and designs which may heretofore
      have been filed or may hereafter be filed for said inventions in any country,
      together with the right to file such applications and the right to claim the
      same priority rights derived from said patent applications under the patent
      laws
      of the United States, the International Convention for the Protection of
      Industrial Property, or any international agreement or the domestic laws of
      the
      country in which any such application is filed, as may be applicable, and (iii)
      all forms of industrial property protection, including, without limitation,
      patents, utility models and designs which may heretofore have been granted
      or
      may hereafter be granted for said inventions in any country and all extensions,
      renewals and reissues thereof. If the Contractor conceives an Invention during
      the Term of this Agreement for which there is a reasonable basis to believe
      that
      the conceived Invention is a Company Invention, the Contractor shall promptly
      provide a written description of the conceived Invention to the Company adequate
      to allow evaluation thereof for a determination by the Company as to whether
      the
      Invention is a Company Invention. Notwithstanding the foregoing, the provisions
      of this Section 7(a) shall not apply to any Invention that the Contractor may
      develop without using the Company’s equipment, supplies, facilities, or trade
      secret information, except for any Inventions that either (x) relate at the
      time
      of conception or reduction to practice of the Invention to the Business of
      the
      Company, or to actual or demonstrably anticipated research or development of
      the
      Company; or (xi) result from any work performed by the Contractor for the
      Company. 

    


    (b) Prior
      Inventions.
      If
      prior to the Effective Date the Contractor conceived any Invention or acquired
      any ownership interest in any Invention which (i) is the property of the
      Contractor, or of which the Contractor is a joint owner with another person
      or
      entity, (ii) is not described in any issued patent as of the Effective Date,
      and
      (iii) would be a Company Invention if such Invention were made during the Term
      of this Agreement, then (A) with respect to any such Invention described in
      Exhibit
      4
      attached
      hereto, the Contractor hereby agrees that such written description (but no
      rights to the Invention) is and shall remain the property of the Company and
      (B) with respect to any such Invention not described in Exhibit
      4
      attached
      hereto, the Contractor hereby grants to the Company a nonexclusive, paid up,
      royalty-free license to use and practice such Invention, including a license
      under all patents to issue in any country which pertain to such Invention.
      

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (c) Prior
      Patents.
      The
      Contractor represents to the Company that the Contractor owns or has rights
      to
      no patents or copyrights, individually or jointly with others, except those
      described in Exhibit
      4
      attached
      hereto.

    


    (d) Patent
      Applications.
      The
      Contractor agrees that should the Company elect to file an application for
      patent protection, either in the United States or in any foreign country, on
      a
      Company Invention of which the Contractor was an inventor, the Contractor for
      the Contractor and the Contractor’s successors, heirs and assigns, but at
      Company’s expense, shall execute all applications, amended specifications, deeds
      or other instruments, and to do all acts necessary or proper to secure the
      grant
      of Letters Patent in the United States and in all other countries to the
      Company, with specifications and claims in such form as shall be approved by
      the
      counsel of the Company and to vest and confirm in Company its successors and
      assigns, the legal title to all such patents. The Contractor further agrees
      to
      cooperate with any attorneys or other persons designated by the Company by
      explaining the nature of any Company Invention for which the Company elects
      to
      file an application for patent protection, reviewing applications and other
      papers and providing any other cooperation reasonably required for orderly
      prosecution of such patent applications; provided, however, that if the
      Contractor is required to provide such assistance after the Contractor’s
      engagement with the Company has ended for any reason whatsoever, the Company
      shall pay the Contractor an hourly rate for the Contractor’s assistance, which
      shall be determined by converting the Contractor’s annual fees as in effect upon
      termination of the Contractor’s engagement with the Company into an hourly rate
      of pay. The Company shall be responsible for all expenses incurred for the
      preparation and prosecution of all patent applications on Company Inventions
      filed by the Company. Contractor agrees, and Contractor further authorizes
      and
      grants a limited power of attorney to the Company or its designee, to execute
      on
      Contractor’s behalf any documents necessary to evidence the assignments granted
      herein for the United States or any other country without further notice to
      Contractor.

    


    
      	8.	
              Copyrights.

            


    

    


    (a) Ownership
      and Assignment.
      The
      Contractor acknowledges and agrees that any Works created by the Contractor
      in
      the course of the Contractor’s engagement during the Term or prior to the Term
      while an employee of or consultant to the Company, are subject to the “Work for
      Hire” provisions contained in Sections 101 and 201 of the United States
      Copyright Law, Title 17 of the United States Code, and that all right, title
      and
      interest to copyrights in all Works which have been or will be prepared by
      the
      Contractor within the scope of the Contractor’s engagement hereunder shall be
      the property of the Company. The Contractor further acknowledges and agrees
      that, to the extent the provisions of Title 17 of the United States Code do
      not
      vest in the Company the copyrights to any Works, the Contractor hereby assigns
      to the Company all right, title and interest to copyrights which the Contractor
      may have in such Works, including the right to sue for and recover and retain
      damages with respect to past infringement. 

    


    (b) Registration.
      The
      Contractor agrees to disclose to the Company all Works referred to in the
      immediately preceding paragraph and execute and deliver all applications for
      registration, registrations, and other documents relating to the copyrights
      to
      the Works and provide such additional assistance, as the Company may deem
      necessary and desirable to secure the Company’s title to the copyrights in the
      Works. The Company shall be responsible for all expenses incurred in connection
      with the registration of all such copyrights.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (c) Prior
      Works.
      The
      Contractor claims no ownership rights in any Works, except as described in
      Exhibit
      4
      attached
      hereto.

    


    
      	9.	
              Contracts
                or Other Agreements with Former Employer or Business.

            


    

    


    The
      Contractor hereby represents and warrants that he is not subject to any
      employment or consulting agreement or similar document with a former employer
      or
      with any business as to which the Contractor’s engagement by the Company and
      provision of services hereunder would be a breach. For that reason, the
      Contractor hereby represents and warrants that he is not subject to any
      agreement which prohibits the Contractor during a period of time which extends
      through the Term from any of the following: (a) providing services for the
      Company hereunder by this Agreement; (b) competing with, or in any way
      participating in a business which includes the Company’s business; (c)
      soliciting personnel of such former employer or other business to leave such
      former employer’s employment or to leave such other business; or (d) soliciting
      customers of such former employer or other business on behalf of another
      business.

    


    
      	10.	
              Remedies
                and Enforceability.

            


    

     

    (a) The
      Contractor agrees that the covenants and agreements contained in Sections 4,
      5,
      6, 7, and 8 hereof are of the essence of this Agreement; that each of such
      covenants is reasonable and necessary to protect and preserve the interests
      and
      properties of the Company and the Business of the Company; that the Company
      is
      engaged in and throughout the Area in the Business of the Company; that the
      Contractor has access to and knowledge of the Company’s business and financial
      plans; that irreparable loss and damage will be suffered by the Company should
      the Contractor breach any of such covenants and agreements; that each of such
      covenants and agreements is separate, distinct and severable not only from
      the
      other of such covenants and agreements but also from the other and remaining
      provisions of this Agreement; that the unenforceability of any such covenant
      or
      agreement shall not affect the validity or enforceability of any other such
      covenant or agreements or any other provision or provisions of this Agreement;
      and that, in addition to other remedies available to it, the Company shall
      be
      entitled to specific performance of this Agreement and to both temporary and
      permanent injunctions to prevent a breach or contemplated breach by the
      Contractor of any of such covenants or agreements.

    


    (b) In
      addition to any other rights the Company may have pursuant to this Agreement,
      if
      the Contractor engages in or provides managerial, supervisory, sales, marketing,
      financial, management information, administrative or consulting services or
      assistance (collectively “Prohibited Services”) to, or owns (other than
      ownership of less than five percent (5%) of the outstanding voting securities
      of
      an entity whose voting securities are traded on a national securities exchange
      or quoted on the National Association of Securities Dealers, Inc. Automated
      Quotation System) a beneficial or legal interest in, any Competing Business
      within the Area during the Non-Competition Term, the Contractor will forfeit
      any
      amounts owed to the Contractor under this Agreement, which have not been paid
      to
      the Contractor by the Company and the Contractor shall immediately repay to
      the
      Company all amounts previously paid to the Contractor pursuant to Section
      2(a)(ii).

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	11.	
              No
                Set Off.

            


    

    


    The
      existence of any claim, demand, action or cause of action by the Contractor
      against the Company, or any Affiliate, whether predicated upon this Agreement
      or
      otherwise, shall not constitute a defense to the enforcement by the Company
      of
      any of its rights hereunder. The existence of any claim, demand, action or
      cause
      of action by the Company or any Affiliate against the Contractor, whether
      predicated upon this Agreement or otherwise, shall not constitute a defense
      to
      the enforcement by the Contractor of any of the Contractor’s rights
      hereunder.

    


    
      
        
          	12.	
                  Notice.

                


        

      

    

    


    All
      notices, requests, demands and other communications required hereunder shall
      be
      in writing and shall be deemed to have been duly given if delivered or if
      mailed, by United States certified or registered mail, prepaid to the party
      to
      which the same is directed at the following addresses (or at such other
      addresses as shall be given in writing by the parties to one
      another):

     

    
      
        	
                If
                  to the Company: 

              	Theragenics
                Corporation
                5203
                  Bristol Industrial Way

                Buford,
                  Georgia 30518

                Attn: Chief
                  Financial Officer

              
	 	 
	
                If
                  to the Contractor:

              	The most recent address that the
                Company
                has
                  on file for the Contractor. 

              


      

       

    

    Notices
      delivered in person shall be effective on the date of delivery. Notices
      delivered by mail as aforesaid shall be effective upon the third calendar day
      subsequent to the postmark date thereof. 

     

    
      	13.	
              Definitions

            


    

    


    (a) “Affiliate”
means
      any person, firm, corporation, partnership, association or entity that, directly
      or indirectly or through one or more intermediaries, controls, is controlled
      by
      or is under common control with the Company. For these purposes “control” shall
      mean the direct or indirect ownership of equity securities of the applicable
      entity possessing the right to more than fifty percent (50%) of the combined
      ordinary voting power of the outstanding voting equity securities of such
      entity.

    


    (b) “Area”
means
      the United States.

    


    (c) “Business
      of the Company”
means
      any business that involves the manufacture, production, sale, marketing,
      promotion, exploitation, development and distribution of wound closure medical
      devices (including but not limited to sutures, cassettes, and glues), cardiac
      pacing cables, brachytherapy needles, brachytherapy seed spacers, brachytherapy
      sleeves, palladium-103, temporary or permanently implantable devices for use
      in
      the treatment of cancer, restenosis or macular degeneration, the manufacture,
      sale, and distribution of vascular access devices, or other medical products
      manufactured or sold by the Company or any of its Affiliates, but only to the
      extent that such devices and products are the same as or similar to a product
      manufactured, produced, sold, marketed, promoted, exploited, developed or
      distributed by the Company or any of its Affiliates at any time during the
      period of the Contractor’s engagement under this Agreement, or is in an active
      state of development by the Company or any of its Affiliates as evidenced by
      establishment of a design history file at any time during the period of the
      Contractor’s engagement under this Agreement. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (d) “Cause” means
      the
      occurrence of any of the following events: (i) willful and continued failure
      (other than such failure resulting from the Contractor’s incapacity during
      physical or mental illness) by the Contractor to substantially perform the
      Contractor’s duties with the Company or an Affiliate; (ii) conduct by the
      Contractor that amounts to willful misconduct or gross negligence; (iii) any
      act
      by the Contractor of fraud, misappropriation, dishonesty, embezzlement or
      similar conduct against the Company or an Affiliate; (iv) commission by the
      Contractor of a felony or any other crime involving dishonesty; (v) illegal
      use
      by the Contractor of alcohol or drugs; or (vi) a material breach of the
      Agreement by the Contractor. 

    


    (e) “Company
      Invention”
means
      any Invention which is conceived by the Contractor alone or in a joint effort
      with others during the period of the Contractor’s engagement hereunder or prior
      thereto while an employee of or consultant to the Company or an Affiliate which
      (i) may be reasonably expected to be used in a product of the Company or an
      Affiliate, or a product similar to a product of the Company or an Affiliate,
      (ii) results from work that the Contractor has been assigned as part of the
      Contractor’s duties as a consultant to the Company or an Affiliate,
      (iii) is in an area of technology which is the same or substantially
      related to the areas of technology with which the Contractor is involved in
      the
      performance of the Contractor’s duties as a consultant to the Company or an
      Affiliate, or (iv) is useful, or which the Contractor reasonably expects may
      be
      useful, in any manufacturing or product design process of the Company or an
      Affiliate.

    


    (f) “Competing
      Business”
means
      any person, firm, corporation, joint venture or other business entity which
      is
      engaged in the Business of the Company (or any aspect thereof) within the
      Area.

    


    (g) “Confidential
      Information”
means
      data and information relating to the business of the Company or an Affiliate
      (which does not rise to the status of a Trade Secret) which is or has been
      disclosed to the Contractor or of which the Contractor became aware as a
      consequence of or through his relationship to the Company or an Affiliate and
      which has value to the Company or an Affiliate and is not generally known to
      its
      competitors. Confidential Information shall not include any data or information
      that has been voluntarily disclosed to the public by the Company or an Affiliate
      (except where such public disclosure has been made by the Contractor without
      authorization) or that has been independently developed and disclosed by others,
      or that otherwise enters the public domain through lawful means. 

    


    (h) “Invention”
means
      any discovery, whether or not patentable, including, but not limited to, any
      useful process, method, formula, technique, machine, manufacture, composition
      of
      matter, algorithm or computer program, as well as improvements thereto, which
      is
      new or which the Contractor has a reasonable basis to believe may be
      new.

    


    (i) “Trade
      Secrets”
means
      information including, but not limited to, technical or nontechnical data,
      formulas, patterns, compilations, programs, devices, methods, techniques,
      drawings, processes, financial data, financial plans, product plans or lists
      of
      actual or potential customers or suppliers which (i) derives economic
      value, actual or potential, from not being generally known to, and not being
      readily ascertainable by proper means by, other persons who can obtain economic
      value from its disclosure or use, and (ii) is the subject of efforts that
      are reasonable under the circumstances to maintain its secrecy.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (j) “Work”
means
      a
      copyrightable work of authorship, including without limitation, any technical
      descriptions for products, user’s guides, illustrations, advertising materials,
      computer programs (including the contents of read only memories) and any
      contribution to such materials.

    


    
      	14.	
              Miscellaneous.

            


    

    


    (a) Assignment.
      The
      rights and obligations of the Company under this Agreement shall inure to the
      benefit of the Company’s successors and assigns. This Agreement may be assigned
      by the Company to an Affiliate, to any legal successor to all or a portion
      of
      the business of the Company or an Affiliate, or to an entity which purchases
      assets from the Company or an Affiliate. In the event the Company assigns this
      Agreement as permitted by this Agreement and the Contractor remains engaged
      by
      the assignee, “the Company” as defined herein will refer to the assignee. The
      Contractor may not assign this Agreement.

    


    (b) Waiver. 
      The waiver by the Company of any breach of this Agreement by any party shall
      not
      be effective unless in writing, and no such waiver shall constitute the waiver
      of the same or another breach on a subsequent occasion.

    


    (c) Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      thereof, shall be adjudicated through binding arbitration before a single
      arbitrator in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association (“AAA”) in Atlanta, Georgia, with the Company bearing
      responsibility for the filing costs charged by the AAA for such arbitration.
      However the provisions of this Section will not prevent the Company from
      instituting an action in a court of law under this Agreement for specific
      performance of this Agreement or temporary or permanent injunctive relief as
      provided in Section 10 hereof. The parties hereto agree that the exclusive
      venue
      for any such lawsuit will be Gwinnett County, Georgia and the Contractor
      consents to the exercise of personal jurisdiction by the Superior Court of
      Gwinnett County for the purposes of such lawsuit.

    


    Any
      party
      who desires to submit a claim to arbitration in accordance with this Section
      shall file its demand for arbitration with AAA within thirty (30) days of the
      event or incident giving rise to the claim. A copy of said demand shall be
      served on the other party in accordance with the notice provisions in Section
      12
      of this Agreement. The parties agree that they shall attempt in good faith
      to
      select an arbitrator by mutual agreement within twenty (20) days after the
      responding party’s receipt of the demand for arbitration. If the parties do not
      agree on the selection of an arbitrator within that timeframe, the selection
      shall be made pursuant to the rules from the panels of arbitrators maintained
      by
      the AAA. If the Contractor prevails in the dispute, the Company will pay and
      be
      financially responsible for all costs, expenses, reasonable attorneys’ fees and
      reasonable expenses of the arbitrator incurred by the Contractor (or the
      Contractor’s estate in the event of the Contractor’s death) in connection with
      the dispute. Any award rendered by the arbitrator shall be accompanied by a
      written opinion providing the reasons for the award. 

    


    By
      initialing below, the Company and the Contractor indicate their agreement to
      this Section 14(c).

     

    
      
        	
                By
                  the Company: 

              	 	  	 (initials
                of Company representative)
	
                By
                  Contractor:

              	 	 	 (initials
                of
                Contractor)


      

    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    The
      arbitrator’s award shall be final and non-appealable. Nothing in this Subsection
      shall prevent the parties from settling any dispute or controversy by mutual
      agreement at any time.

    


    (d) Governing
      Law. 
      This Agreement shall be governed by and construed in accordance with the
      internal laws of the State of Georgia. 

    


    (e) Entire
      Agreement. 
      This Agreement embodies the entire agreement of the parties hereto relating
      to
      the subject matter hereof and supersedes all oral agreements, and to the extent
      inconsistent with the terms hereof, all other written agreements.

    


    (f) Amendment. 
      This Agreement may not be modified, amended, supplemented or terminated except
      by a written instrument executed by the parties hereto.

    


    (g) Severability. 
      Each of the covenants and agreements hereinabove contained shall be deemed
      separate, severable and independent covenants, and in the event that any
      covenant shall be declared invalid by any court of competent jurisdiction,
      such
      invalidity shall not in any manner affect or impair the validity or
      enforceability of any other part or provision of such covenant or of any other
      covenant contained herein.

    


    (h) Captions
      and Section Headings. 
      Except as set forth in Section 13 hereof, captions and section headings
      used herein are for convenience only and are not a part of this Agreement and
      shall not be used in construing it.

    


    IN
      WITNESS WHEREOF, the Company and the Contractor have each executed and delivered
      this Agreement as of the date first shown above.

    
      	 	 	 
	 	
              GALT
                MEDICAL CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	Title: 	
              
   

	 	
              
 
	 	
            


    

    
      	 	 	 
	 	
              JAMES
                EDDINGS:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Contractor

    Under
      40

     

    EXHIBIT
      1

    


    RELEASE
      AGREEMENT

    


    This
      Release Agreement (this “Agreement”) is made this _____
      day of
      __________,
      by Galt Medical Corp. (the “Company”)
      and ________________________
      (the
“Contractor”).

    


    Introduction

     

    Contractor
      and the Company entered into an Independent Contractor Consulting Agreement
      dated ______________ (the “Severance Agreement”) which provides certain
      severance benefits.

    


    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the “Severance Benefits”), the
      Contractor must provide a release and agree to certain other conditions.


     

    NOW,
      THEREFORE, the parties agree as follows: 

     

    
      
        	1.	
                The
                  effective date of this Agreement shall be the date on which Contractor
                  signs this Agreement (“the Effective Date”), at which time this Agreement
                  shall be fully effective and enforceable. Contractor has been offered
                  twenty-one (21) days from receipt of this Agreement within which
                  to
                  consider this Agreement. Contractor understands that the Contractor
                  may
                  sign this Agreement at any time before the expiration of the twenty-one
                  (21) day review. To the degree Contractor chooses not to wait twenty-one
                  (21) days to execute this Agreement, it is because Contractor freely
                  and
                  unilaterally chooses to execute this Agreement before that time.
                  

              


      

    

     

    
      
        	2.	
                In
                  exchange for Contractor’s execution of this Agreement and in full and
                  complete settlement of any and all claims, the Company will provide
                  Contractor with the Severance Benefits.


              


      

    

     

    
      
        	3.	
                The
                  release given by Contractor in this Agreement is given solely in
                  exchange
                  for the consideration set forth in this Agreement and such consideration
                  is in addition to anything of value that Contractor was entitled
                  to
                  receive prior to entering into this Agreement.


              


      

    

     

    Contractor
      has been advised to consult an attorney prior to entering into this Agreement.
      

     

    By
      entering into this Agreement, Contractor does not waive rights or claims that
      may arise after the date this Agreement is executed. 

     

    
      
        	4.	
                This
                  Agreement shall in no way be construed as an admission by the Company
                  that
                  it has acted wrongfully with respect to Contractor or any other
                  person or
                  that Contractor has any rights whatsoever against the Company.
                  The Company
                  specifically disclaims any liability to or wrongful acts against
                  Contractor or any other person on the part of itself, its employees
                  or its
                  agents. 

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	5.	
                As
                  a material inducement to the Company to enter into this Agreement,
                  Contractor hereby irrevocably releases the Company and each of
                  the owners,
                  stockholders, predecessors, successors, directors, officers, employees,
                  representatives, attorneys, and affiliates (and agents, directors,
                  officers, employees, representatives and attorneys of such affiliates)
                  of
                  the Company, and all persons acting by, through, under or in concert
                  with
                  them (collectively “Releasees”), from any and all charges, claims,
                  liabilities, agreements, damages, causes of action, suits, costs,
                  losses,
                  debts and expenses (including attorneys’ fees and costs actually incurred)
                  of any nature whatsoever, known or unknown, including, but not
                  limited to,
                  rights arising out of alleged violations of any contracts, express
                  or
                  implied, any covenant of good faith and fair dealing, express or
                  implied,
                  or any tort, or any legal restrictions on the Company’s right to terminate
                  employees, or any federal, state or other governmental statute,
                  regulation, or ordinance, including, without limitation: (1) Title
                  VII of
                  the Civil Rights Act of 1964, as amended by the Civil Rights Act
                  of 1991
                  (race, color, religion, sex, and national origin discrimination);
                  (2) the
                  Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                  (discrimination); (4) the Americans with Disabilities Act (disability
                  discrimination); (5) the Equal Pay Act; (6) Executive Order
                  11246 (race, color, religion, sex, and national origin discrimination);
                  (7) Executive Order 11141 (age discrimination); (8) Section 503
                  of the
                  Rehabilitation Act of 1973 (disability discrimination); (9) negligence;
                  (10) negligent hiring and/or negligent retention; (11) intentional or
                  negligent infliction of emotional distress or outrage;
                  (12) defamation; (13) interference with employment;
                  (14) wrongful discharge; (15) invasion of privacy; or
                  (16) violation of any other legal or contractual duty arising under
                  the laws of the State of Georgia or the laws of the United States
                  (“Claim”
                  or “Claims”), which Contractor now has, or claims to have, or which
                  Contractor at any time heretofore had, or claimed to have, or which
                  Contractor at any time hereinafter may have, or claim to have,
                  against
                  each or any of the Releasees, in each case as to acts or omissions
                  by each
                  or any of the Releasees occurring up to and including the Effective
                  Date.
                  Contractor covenants and agrees not to institute, or participate
                  in any
                  way in anyone else’s actions involved in instituting any action against
                  any of the Releasees with respect to any Claim released herein.
                  

              


      

    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Contractor has
      (i) to any unpaid benefits under any employee benefit plan (within the meaning
      of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”), (ii) to Contractor’s right to exercise vested stock options,
      if any, pursuant to any stock option agreements provided by the Company to
      Contractor, or (iii) under the Stock Purchase Agreement dated as of August
      2,
      2006, with respect to the Company by and among Theragenics Corporation and
      the
      shareholders of the Company and the other persons listed on Schedule 1 thereto.
      

     

    
      
        	6.	
                The
                  Company and Contractor agree that the terms of this Agreement shall
                  be
                  final and binding and that this Agreement shall be interpreted,
                  enforced
                  and governed under the laws of the State of Georgia. The provisions
                  of
                  this Agreement can be severed, and if any part of this Agreement
                  is found
                  to be unenforceable, the remainder of this Agreement will continue
                  to be
                  valid and effective. 

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	7.	
                This
                  Agreement sets forth the entire agreement between the Company and
                  Contractor and fully supersedes any and all prior agreements or
                  understandings, written and/or oral, between the Company and Contractor
                  pertaining to the subject matter of this Agreement.
                  

              


      

    

     

    
      
        	8.	
                Contractor
                  is solely responsible for the payment of any fees incurred as the
                  result
                  of an attorney reviewing this agreement.


              


      

    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    IN
      WITNESS WHEREOF, Contractor and Company have executed this Agreement effective
      as of the date first written above. 

    


    
      
        	 	
                CONTRACTOR

                 

                
                  

                

                Print Name

                 

                
                  

                

                Signature

                 

                
                  

                

                Date
                  Signed

              


      

    

     

    
      	 	 	 
	 	
              GALT
                MEDICAL CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              Title:

            	
              
   

	 	 	
              
 
	 	
            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Contractor

    40
      and
      over 

    EXHIBIT
      2

     

    RELEASE
      AGREEMENT

     

    This
      Release Agreement (this “Agreement”) is made this _____ day of ______________,
      by Galt Medical Corp. (the “Company”) and
      _____________________ the
      “Contractor”).

     

    Introduction

     

    Contractor
      and the Company entered into an Independent Contractor Consulting Agreement
      dated ___________________________
      (the
“Severance Agreement”) which provides certain severance benefits.

     

    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the “Severance Benefits”), the
      Contractor must provide a release and agree to certain other
      conditions.

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    
      
        	1.	
                Contractor
                  has been offered twenty-one (21) days from receipt of this Agreement
                  within which to consider this Agreement. The effective date of
                  this
                  Agreement shall be the date eight (8) days after the date on which
                  Contractor signs this Agreement (“the Effective Date”). For a period of
                  seven (7) days following Contractor’s execution of this Agreement,
                  Contractor may revoke this Agreement, and this Agreement shall
                  not become
                  effective or enforceable until such seven (7) day period has expired.
                  Contractor must communicate the desire to revoke this Agreement
                  in
                  writing. Contractor understands that the Contractor may sign the
                  Agreement
                  at any time before the expiration of the twenty-one (21) day review
                  period. To the degree Contractor chooses not to wait twenty-one
                  (21) days
                  to execute this Agreement, it is because Contractor freely and
                  unilaterally chooses to execute this Agreement before that time.
                  Contractor’s signing of the Agreement triggers the commencement of the
                  seven (7) day revocation period.


              


      

    

     

    
      
        	2.	
                In
                  exchange for Contractor’s execution of this Agreement and in full and
                  complete settlement of any and all claims, the Company will provide
                  Contractor with the Severance Benefits.


              


      

    

     

    
      
        
          	3.	
                  Contractor
                    acknowledges and agrees that this Agreement is in compliance
                    with the Age
                    Discrimination in Employment Act and the Older Workers Benefit
                    Protection
                    Act and that the releases set forth in this Agreement shall be
                    applicable,
                    without limitation, to any claims brought under these
                    Acts.

                


        

      

    

     

    The
      release given by Contractor in this Agreement is given solely
      in
exchange
      for the consideration set forth in this Agreement and such consideration is
      in
      addition to anything of value that Contractor was entitled to receive prior
      to
      entering into this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contractor
      has been advised to consult an attorney prior to entering into this Agreement,
      and this provision of the Agreement satisfies the requirement of the Older
      Workers Benefit Protection Act that Contractor be so advised in
      writing.

     

    By
      entering into this Agreement, Contractor does not waive rights or claims that
      may arise after the date this Agreement is executed.

     

    
      
        	4.	
                This
                  Agreement shall in no way be construed as an admission by the Company
                  that
                  it has acted wrongfully with respect to Contractor or any other
                  person or
                  that Contractor has any rights whatsoever against the Company.
                  The Company
                  specifically disclaims any liability to or wrongful acts against
                  Contractor or any other person on the part of itself, its employees
                  or
                  its agents.

              


      

    

     

    
      
        	5.	
                As
                  a material inducement to the Company to enter into this Agreement,
                  Contractor hereby irrevocably releases the Company and each of
                  the owners,
                  stockholders, predecessors, successors, directors, officers, employees,
                  representatives, attorneys, and affiliates (and agents, directors,
                  officers, employees,
                  representatives and attorneys of such affiliates) of the Company,
                  and all
                  persons acting by, through, under or in concert with them (collectively
                  “Releasees”), from any and all charges, claims, liabilities, agreements,
                  damages, causes of action, suits, costs, losses, debts and expenses
                  (including attorneys’ fees and costs actually incurred) of any nature
                  whatsoever, known or unknown, including, but not limited to, rights
                  arising out of alleged violations of any contracts, express or
                  implied,
                  any covenant of good faith and fair dealing, express or implied,
                  or any
                  tort, or any legal restrictions on the Company’s right to terminate
                  employees,
                  or any federal, state or other governmental statute, regulation,
                  or
                  ordinance, including, without limitation: (1) Title VII of the
                  Civil
                  Rights Act of 1964, as amended by the Civil Rights Act of 1991
                  (race,
                  color, religion, sex, and national origin discrimination); (2)
                  the
                  Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                  (discrimination); (4) the Americans with Disabilities Act (disability
                  discrimination); (5) the Age Discrimination in Employment Act;
                  (6) the
                  Older Workers Benefit Protection Act; (7) the Equal
                  Pay
                  Act; (8) Executive Order 11246 (race, color, religion, sex, and
                  national
                  origin discrimination); (9) Executive Order 11141 (age discrimination);
                  (10) Section 503 of the Rehabilitation Act of 1973 (disability
                  discrimination); (11) negligence; (12) negligent hiring and/or
                  negligent
                  retention; (13) intentional or negligent infliction of emotional
                  distress
                  or outrage; (14) defamation; (15) interference with employment;
                  (16)
                  wrongful discharge; (17) invasion of privacy; or (18) violation
                  of any
                  other legal or contractual duty arising under the laws of the State
                  of
                  Georgia or the laws of the United States (“Claim” or “Claims”), which
                  Contractor now has, or claims to have, or which Contractor at any
                  time
                  heretofore had, or claimed to have, or which Contractor at any
                  time
                  hereinafter may have, or claim to have,
                  against each or any of the Releasees, in each case as to acts or
                  omissions
                  by each or any of the Releasees occurring up to and including the
                  Effective Date. Contractor covenants and agrees not to institute,
                  or
                  participate in any way in anyone else’s actions involved in instituting,
                  any action against any of the Releasees with respect to any Claim
                  released
                  herein.

              


      

    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Contractor has
      (i) to any unpaid benefits under any employee benefit plan (within the meaning
      of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”), (ii) to Contractor’s right to exercise vested stock options,
      if any, pursuant to any stock option agreements provided by the Company to
      Contractor, or (iii) under the Stock Purchase Agreement dated as of August
      2,
      2006, with respect to the Company by and among Theragenics Corporation and
      the
      shareholders of the Company and the other persons listed on Schedule 1
      thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	6.	
                The
                  Company and Contractor agree that the terms of this Agreement shall
                  be
                  final and binding and that this Agreement shall be interpreted,
                  enforced
                  and governed under the laws of the State of Georgia. The provisions
                  of
                  this Agreement can be severed, and if any part of this Agreement
                  is found
                  to be unenforceable, the remainder of this Agreement will continue
                  to be
                  valid and effective.

              


      

    

     

    
      
        	7.	
                This
                  Agreement sets forth the entire agreement between the Company and
                  Contractor and fully supersedes any and all prior agreements or
                  understandings, written and/or oral, between the Company and Contractor
                  pertaining to the subject matter of this
                  Agreement.

              


      

    

     

    
      
        	8.	
                Contractor
                  is solely responsible for the payment of any fees incurred as the
                  result
                  of an attorney reviewing this
                  agreement.

              


      

    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to twenty-one (21) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after
      you have
      signed it. This Agreement will not be effective or enforceable, nor will any
      consideration be paid, until after the seven (7) day revocation period has
      expired. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Contractor and Company have executed this Agreement effective
      as of the date first written above. 

     

    
      


      
        
          	 	
                  CONTRACTOR

                   

                  
                    

                  

                  Print Name

                   

                  
                    

                  

                  Signature

                   

                  
                    

                  

                  Date
                    Signed

                


        

      

       

      
        	 	 	 
	 	
                GALT
                  MEDICAL CORP.

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	 

                Title:

              	
                
   

	 	 	
                

              
	 	
              


      

       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Contractor

    40
      and
      over -

    Group
      of
      terminations

     

    EXHIBIT
      3

     

    RELEASE
      AGREEMENT

     

    This
      Release Agreement (this “Agreement”) is made this ____ day of _______________,
      by Galt Medical Corp. (the “Company”)
      and _________________________
      (the
“Contractor”).

     

    Introduction

     

    Contractor
      and the Company entered into an Independent Contractor Consulting Agreement
      dated ______________
      (the
“Severance Agreement”) which provides certain severance benefits.

     

    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the “Severance Benefits”), the
      Contractor must provide a release and agree to certain other
      conditions.

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    
      
        	1.	
                Contractor
                  has been offered forty-five (45) days from receipt of this Agreement
                  within which to consider this Agreement. The effective date of
                  this
                  Agreement shall be the date eight (8) days after the date on which
                  Contractor signs this Agreement (“the Effective Date”). For a period of
                  seven (7) days following Contractor’s execution of this Agreement,
                  Contractor may revoke this Agreement, and this Agreement shall
                  not become
                  effective or enforceable until such seven (7) day period has expired.
                  Contractor must communicate the desire to revoke this Agreement
                  in
                  writing. Contractor understands that the Contractor may sign the
                  Agreement
                  at any time before the expiration of the forty-five (45) day review
                  period. To the degree Contractor chooses not to wait forty-five
                  (45) days
                  to execute this Agreement, it is because Contractor freely and
                  unilaterally chooses to execute this Agreement before that time.
                  Contractor’s signing of the Agreement triggers the commencement of the
                  seven (7) day revocation period.


              


      

    

     

    
      
        	2.	
                In
                  exchange for Contractor’s execution of this Agreement and in full and
                  complete settlement of any and all claims, the Company will provide
                  Contractor with the Severance Benefits.


              


      

    

     

    
      
        	3.	
                Contractor
                  acknowledges and agrees that this Agreement is in compliance with
                  the Age
                  Discrimination in Employment Act and the Older Workers Benefit
                  Protection
                  Act and that the releases set forth in this Agreement shall be
                  applicable,
                  without limitation, to any claims brought under these Acts.
                  

              


      

    

     

    The
      release given by Contractor in this Agreement is
      given solely in exchange for the consideration set forth in this Agreement
      and
      such consideration is in addition to anything of value that Contractor was
      entitled to receive prior to entering into this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contractor
      has been advised to consult an attorney prior to entering into this Agreement,
      and this provision of the Agreement satisfies the requirement of the Older
      Workers Benefit Protection Act that Contractor be so advised in
      writing.

     

    By
      entering into this Agreement, Contractor does not waive rights or claims that
      may arise after the date this Agreement is executed.

     

    
      
        	4.	
                
                  The
                    Company
                    has                                                                                                                    
                                              
                             [Company
                    to describe class, unit, or group of individuals covered by termination
                    program, any eligibility factors, and time limits
                    applicable]
                    and such individuals comprise the “Decisional Unit.” Attached as
                    “Attachment I” to this Agreement is a list of ages and titles of persons
                    in the Decisional Unit who were and who were not selected for
                    termination
                    and the offer of consideration for signing the
                    Agreement.

                

              


      

    

    

      
        	5.	
                This
                  Agreement shall in no way be construed as an admission by the Company
                  that
                  it has acted wrongfully with respect to Contractor or any other
                  person or
                  that Contractor has any rights whatsoever against the Company.
                  The Company
                  specifically disclaims any liability to or wrongful acts against
                  Contractor or any other person on the part of itself, its employees
                  or its
                  agents.

              


      

    

    
       

      
        	6.	
                As
                  a material inducement to the Company to enter into this Agreement,
                  Contractor hereby irrevocably releases the Company and each of
                  the owners,
                  stockholders, predecessors, successors, directors, officers, employees,
                  representatives, attorneys, and affiliates (and agents, directors,
                  officers, employees, representatives and. attorneys of such affiliates)
                  of
                  the Company, and all persons acting by, through, under or in concert
                  with
                  them (collectively “Releasees”), from any and all charges, claims,
                  liabilities, agreements, damages, causes of action, suits, costs,
                  losses,
                  debts and expenses (including attorneys’ fees and costs actually incurred)
                  of any nature whatsoever, known or unknown, including, but not
                  limited to,
                  rights arising out of alleged violations of any contracts, express
                  or
                  implied, any covenant of good faith and fair dealing, express or
                  implied,
                  or any tort, or any legal restrictions on the Company’s right to terminate
                  employees, or any federal, state or other governmental statute,
                  regulation, or ordinance, including, without limitation: (1) Title
                  VII of
                  the Civil Rights Act of 1964, as amended by the Civil Rights Act
                  of 1991
                  (race, color, religion, sex, and national origin discrimination);
                  (2) the
                  Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                  (discrimination); (4) the Americans with Disabilities Act (disability
                  discrimination); (5) the Age Discrimination in Employment Act;
                  (6) the
                  Older Workers Benefit Protection Act; (7) the Equal Pay Act; (8)
                  Executive
                  Order 11246 (race, color, religion, sex, and national origin
                  discrimination); (9) Executive Order 11141 (age discrimination);
                  (10)
                  Section 503 of the Rehabilitation Act. of 1973 (disability
                  discrimination); (11) negligence; (12) negligent hiring and/or
                  negligent
                  retention; (13) intentional or negligent infliction of emotional
                  distress or outrage; (14) defamation; (15) interference with
                  employment; (16) wrongful discharge; (17) invasion of privacy;
                  or
                  (18) violation of any other legal or contractual duty arising under
                  the laws of the State of Georgia or the laws of the United States
                  (“Claim”
                  or “Claims”), which Contractor now has, or claims to have, or which
                  Contractor at any time heretofore had, or claimed to have, or which
                  Contractor at any time hereinafter may have, or claim to have,
                  against
                  each or any of the Releasees, in each case as to acts or omissions
                  by each
                  or any of the Releasees occurring up to and including the Effective
                  Date.
                  Contractor covenants and agrees not to institute, or participate
                  in any
                  way in anyone else’s actions involved in instituting, any action against
                  any of the Releasees with respect to any Claim released
                  herein.

              


      

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Contractor has
      (i) to any unpaid benefits under any employee benefit plan (within the meaning
      of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”), (ii) to Contractor’s right to exercise vested stock options,
      if any, pursuant to any stock option agreements provided by the Company to
      Contractor, or (iii) under the Stock Purchase Agreement dated as of August
      2,
      2006, with respect to the Company by and among Theragenics Corporation and
      the
      shareholders of the Company and the other persons listed on Schedule 1
      thereto.

     

    
      
        	7.	
                The
                  Company and Contractor agree that the terms of this Agreement shall
                  be
                  final and binding and that this Agreement shall be interpreted,
                  enforced
                  and governed under the laws of the State of Georgia. The provisions
                  of
                  this Agreement can be severed, and if any part of this Agreement
                  is found
                  to be unenforceable, the remainder of this Agreement will continue
                  to be
                  valid and effective.

              


      

    

     

    
      
        	8.	
                This
                  Agreement sets forth the entire agreement between the Company and
                  Contractor and fully supersedes any and all prior agreements or
                  understandings, written and/or oral, between the Company and Contractor
                  pertaining to the subject matter of this
                  Agreement.

              


      

    

     

    
      
        	9.	
                Contractor
                  is solely responsible for the payment of any fees incurred as the
                  result
                  of an attorney reviewing this
                  agreement.

              


      

    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to forty-five (45) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after
      you have
      signed it. This Agreement will not be effective or enforceable, nor will any
      consideration be paid, until after the seven (7) day revocation period has
      expired. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, Contractor and Company have executed this Agreement effective
      as of the date first written above. 

    
      


      
        
          	 	
                  CONTRACTOR

                   

                  
                    

                  

                  Print Name

                   

                  
                    

                  

                  Signature

                   

                  
                    

                  

                  Date
                    Signed

                


        

      

       

      
        
          	 	 	 
	 	
                  GALT
                    MEDICAL CORP.

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  Title:

                	
                  
   

	 	 	
                  
 
	 	
                


        

      

       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      I

    


    Individuals
      Comprising the “Decisional Unit”

    
      

        
          	
                  Title:

                	
                  Age:

                	
                  Participating:

                	
                  Not
                    Participating:

                
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      4

     

    Inventions,
      Patents and Copyrights

     

    
      	1.	
              Previously
                Conceived Inventions

            


    

    [DESCRIBE
      ANY INVENTIONS WHICH THE CONTRACTOR DEVELOPED OR HAS AN OWNERSHIP INTEREST
      IN.
      IF NONE, INSERT “NONE”. Note:
      With
      respect to any such Inventions not described herein, the Company shall have
      a
      nonexclusive, paid up, royalty-free license to use and practice such Invention,
      including a license under all patents to issue in any country which pertain
      to
      such Invention.] 

     

    
      
        	2.	
                Patents

              


      

    

    [LIST
      OR
      DESCRIBE ALL PATENTS WHICH THE CONTRACTOR OWNS INDIVIDUALLY, WITH OTHERS, OR
      FOR
      WHICH APPLICATIONS ARE PENDING. IF NONE, INSERT “NONE”.]

     

    
      	3.	
              Copyrights

            


    

    [DESCRIBE
      ANY WORKS FOR WHICH THE CONTRACTOR CLAIMS THE COPYRIGHT EITHER INDIVIDUALLY
      OR
      WITH OTHERS. IF NONE, INSERT “NONE”.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Employee

    Under
      40

     

    EXHIBIT
      B

    


    RELEASE
      AGREEMENT

    


    This
      Release Agreement (this “Agreement”) is made this _____
      day of
      _________,
      by Galt Medical Corp. (the “Employer”)
      and _________________________
      (the
“Employee”).

    


    Introduction

     

    Employee
      and the Employer entered into an Employment Agreement dated ______________
      (the
“Employment Agreement”) which provides certain benefits in the event of certain
      terminations of the Employee’s employment.

     

    The
      Employment Agreement requires that as a condition to the payment of severance
      benefits under the Employment Agreement or the Employer entering into a
      consulting agreement with the Employee as provided in the Employment Agreement
      (the “Separation Benefits”), the Employee must provide a release and agree to
      certain other conditions. 

     

    NOW,
      THEREFORE, the parties agree as follows: 

     

    
      
        	9.	
                The
                  effective date of this Agreement shall be the date on which Employee
                  signs
                  this Agreement (“the Effective Date”), at which time this Agreement shall
                  be fully effective and enforceable. Employee has been offered twenty-one
                  (21) days from receipt of this Agreement within which to consider
                  this
                  Agreement. Employee understands that the Employee may sign this
                  Agreement
                  at any time before the expiration of the twenty-one (21) day review.
                  To
                  the degree Employee chooses not to wait twenty-one (21) days to
                  execute
                  this Agreement, it is because Employee freely and unilaterally
                  chooses to
                  execute this Agreement before that time.


              


      

    

     

    
      
        	10.	
                In
                  exchange for Employee’s execution of this Agreement and in full and
                  complete settlement of any and all claims, the Employer will provide
                  Employee with the Separation Benefits.


              


      

    

     

    
      
        	11.	
                The
                  release given by Employee in this Agreement is given solely in
                  exchange
                  for the consideration set forth in this Agreement and such consideration
                  is in addition to anything of value that Employee was entitled
                  to receive
                  prior to entering into this Agreement.


              


      

    

     

    Employee
      has been advised to consult an attorney prior to entering into this Agreement.
      

     

    By
      entering into this Agreement, Employee does not waive rights or claims that
      may
      arise after the date this Agreement is executed. 

     

    
      
        	12.	
                This
                  Agreement shall in no way be construed as an admission by the Employer
                  that it has acted wrongfully with respect to Employee or any other
                  person
                  or that Employee has any rights whatsoever against the Employer.
                  The
                  Employer specifically disclaims any liability to or wrongful acts
                  against
                  Employee or any other person on the part of itself, its employees
                  or its
                  agents. 

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	13.	
                As
                  a material inducement to the Employer to enter into this Agreement,
                  Employee hereby irrevocably releases the Employer and each of the
                  owners,
                  stockholders, predecessors, successors, directors, officers, employees,
                  representatives, attorneys, and affiliates (and agents, directors,
                  officers, employees, representatives and attorneys of such affiliates)
                  of
                  the Employer, and all persons acting by, through, under or in concert
                  with
                  them (collectively “Releasees”), from any and all charges, claims,
                  liabilities, agreements, damages, causes of action, suits, costs,
                  losses,
                  debts and expenses (including attorneys’ fees and costs actually incurred)
                  of any nature whatsoever, known or unknown, including, but not
                  limited to,
                  rights arising out of alleged violations of any contracts, express
                  or
                  implied, any covenant of good faith and fair dealing, express or
                  implied,
                  or any tort, or any legal restrictions on the Employer’s right to
                  terminate employees, or any federal, state or other governmental
                  statute,
                  regulation, or ordinance, including, without limitation: (1) Title
                  VII of
                  the Civil Rights Act of 1964, as amended by the Civil Rights Act
                  of 1991
                  (race, color, religion, sex, and national origin discrimination);
                  (2) the
                  Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                  (discrimination); (4) the Americans with Disabilities Act (disability
                  discrimination); (5) the Equal Pay Act; (6) Executive Order
                  11246 (race, color, religion, sex, and national origin discrimination);
                  (7) Executive Order 11141 (age discrimination); (8) Section 503
                  of the
                  Rehabilitation Act of 1973 (disability discrimination); (9) negligence;
                  (10) negligent hiring and/or negligent retention; (11) intentional or
                  negligent infliction of emotional distress or outrage;
                  (12) defamation; (13) interference with employment;
                  (14) wrongful discharge; (15) invasion of privacy; or
                  (16) violation of any other legal or contractual duty arising under
                  the laws of the State of Georgia or the laws of the United States
                  (“Claim”
                  or “Claims”), which Employee now has, or claims to have, or which Employee
                  at any time heretofore had, or claimed to have, or which Employee
                  at any
                  time hereinafter may have, or claim to have, against each or any
                  of the
                  Releasees, in each case as to acts or omissions by each or any
                  of the
                  Releasees occurring up to and including the Effective Date. Employee
                  covenants and agrees not to institute, or participate in any way
                  in anyone
                  else’s actions involved in instituting any action against any of the
                  Releasees with respect to any Claim released herein.
                  

              


      

    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Employee has
      (i)
      to any unpaid benefits under any employee benefit plan (within the meaning
      of
      Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), (ii) to Employee’s right to exercise vested stock options, if any,
      pursuant to any stock option agreements provided by the Employer to Employee,
      or
      (iii) under the Stock Purchase Agreements (and its exhibits) identified in
      the
      introduction to the Employment Agreement.

     

    
      
        	14.	
                The
                  Employer and Employee agree that the terms of this Agreement shall
                  be
                  final and binding and that this Agreement shall be interpreted,
                  enforced
                  and governed under the laws of the State of Georgia. The provisions
                  of
                  this Agreement can be severed, and if any part of this Agreement
                  is found
                  to be unenforceable, the remainder of this Agreement will continue
                  to be
                  valid and effective. 

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	15.	
                This
                  Agreement sets forth the entire agreement between the Employer
                  and
                  Employee and fully supersedes any and all prior agreements or
                  understandings, written and/or oral, between the Employer and Employee
                  pertaining to the subject matter of this Agreement.
                  

              


      

    

     

    
      
        	16.	
                Employee
                  is solely responsible for the payment of any fees incurred as the
                  result
                  of an attorney reviewing this agreement.


              


      

    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above. 

    
      
        


        
          
            	 	
                    
                      EMPLOYEE

                       

                    

                    
                      

                    

                    Print Name

                     

                    
                      

                    

                    Signature

                     

                    
                      

                    

                    Date
                      Signed

                  


          

        

         

        
          
            	 	 	 
	 	
                    GALT
                      MEDICAL CORP.

                  
	 
 	 
 	 
 
	
                  	By:  	
                  
	 	
                    Title:

                  	
                    
   

	 	 	
                    
 
	 	
                  


          

        

        

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

        

         

      

    

    Employee

    40
      and
      over 

    EXHIBIT
      C

     

    RELEASE
      AGREEMENT

     

    This
      Release Agreement (this “Agreement”) is made this _____ day of ______________,
      by Galt Medical Corp. (the “Employer”)
      and ______________________ the
      “Employee”).

     

    Introduction

     

    Employee
      and the Employer entered into an Employment Agreement dated ______________
      (the
“Employment Agreement”) which provides certain benefits in the event of certain
      terminations of the Employee’s employment.

     

    The
      Employment Agreement requires that as a condition to the payment of severance
      benefits under the Employment Agreement or the Employer entering into a
      consulting agreement with the Employee as provided in the Employment Agreement
      (the “Separation Benefits”), the Employee must provide a release and agree to
      certain other conditions.

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    
      
        
          	9.	
                  Employee
                    has been offered twenty-one (21) days from receipt of this Agreement
                    within which to consider this Agreement. The effective date of
                    this
                    Agreement shall be the date eight (8) days after the date on
                    which
                    Employee signs this Agreement (“the Effective Date”). For a period of
                    seven (7) days following Employee’s execution of this Agreement, Employee
                    may revoke this Agreement, and this Agreement shall not become
                    effective
                    or enforceable until such seven. (7) day period has expired.
                    Employee must
                    communicate the desire to revoke this Agreement in writing. Employee
                    understands that the Employee may sign the Agreement at any time
                    before
                    the expiration of the twenty-one (21) day review period. To the
                    degree
                    Employee chooses not to wait twenty-one (21) days to execute
                    this
                    Agreement, it is because Employee freely and unilaterally chooses
                    to
                    execute this Agreement before that time. Employee’s signing of the
                    Agreement triggers the commencement of the seven (7) day revocation
                    period. 

                


        

      

    

     

    
      
        	10.	
                In
                  exchange for Employee’s execution of this Agreement and in full and
                  complete settlement of any and all claims, the Employer will provide
                  Employee with the Separation Benefits.


              


      

    

     

    
      
        	11.	
                Employee
                  acknowledges and agrees that this Agreement is in compliance with
                  the Age
                  Discrimination in Employment Act and the Older Workers Benefit
                  Protection
                  Act and that the releases set forth in this Agreement shall be
                  applicable,
                  without limitation, to any claims brought under these
                  Acts.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      release given by Employee in this Agreement is given solely
      in
exchange
      for the consideration set forth in this Agreement and such consideration is
      in
      addition to anything of value that Employee was entitled to receive prior to
      entering into this Agreement.

     

    Employee
      has been advised to consult an attorney prior to entering into this Agreement,
      and this provision of the Agreement satisfies the requirement of the Older
      Workers Benefit Protection Act that Employee be so advised in
      writing.

     

    By
      entering into this Agreement, Employee does not waive rights or claims that
      may
      arise after the date this Agreement is executed.

     

    
      
        	12.	
                
                  This
                    Agreement shall in no way be construed as an admission by the
                    Employer
                    that it has acted wrongfully with respect to Employee or any
                    other person
                    or that Employee has any rights whatsoever against the Employer.
                    The
                    Employer specifically disclaims any liability to or wrongful
                    acts against
                    Employee or any other person on the part of itself, its employees
                    or its
                    agents.

                

              


      

    

     

    
      
        	13.	
                As
                  a material inducement to the Employer to enter into this Agreement,
                  Employee hereby irrevocably releases the Employer and each of the
                  owners,
                  stockholders, predecessors, successors, directors, officers, employees,
                  representatives, attorneys, and affiliates (and agents, directors,
                  officers, employees, representatives and attorneys of such affiliates)
                  of
                  the Employer, and all persons acting by, through, under or in concert
                  with
                  them (collectively “Releasees”), from any and all charges, claims,
                  liabilities, agreements, damages, causes of action, suits, costs,
                  losses,
                  debts and expenses (including attorneys’ fees and costs actually incurred)
                  of any nature whatsoever, known or unknown, including, but not
                  limited to,
                  rights arising out of alleged violations of any contracts, express
                  or
                  implied, any covenant of good faith and fair dealing, express or
                  implied,
                  or any tort, or any legal restrictions on the Employer’s right to
                  terminate employees, or any federal, state or other governmental
                  statute,
                  regulation, or ordinance, including, without limitation: (1) Title
                  VII of
                  the Civil Rights Act of 1964, as amended by the Civil Rights Act
                  of 1991
                  (race, color, religion, sex, and national origin discrimination);
                  (2) the
                  Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                  (discrimination); (4) the Americans with Disabilities Act (disability
                  discrimination); (5) the Age Discrimination in Employment Act;
                  (6) the
                  Older Workers Benefit Protection Act; (7) the Equal
                  Pay
                  Act; (8) Executive Order 11246 (race, color, religion, sex, and
                  national
                  origin discrimination); (9) Executive Order 11141 (age discrimination);
                  (10) Section 503 of the Rehabilitation Act of 1973 (disability
                  discrimination); (11) negligence; (12) negligent hiring and/or
                  negligent
                  retention; (13) intentional or negligent infliction of emotional
                  distress
                  or outrage; (14) defamation; (15) interference with employment;
                  (16)
                  wrongful discharge; (17) invasion of privacy; or (18) violation
                  of any
                  other legal or contractual duty arising under the laws of the State
                  of
                  Georgia or the laws of the United States (“Claim” or “Claims”), which
                  Employee now has, or claims to have, or which Employee at any time
                  heretofore had, or claimed to have, or which Employee at any time
                  hereinafter may have, or claim to have,
                  against each or any of the Releasees, in each case as to acts or
                  omissions
                  by each or any of the Releasees occurring up to and including the
                  Effective Date. Employee covenants and agrees not to institute,
                  or
                  participate in any way in anyone else’s actions involved in instituting,
                  any action against any of the Releasees with respect to any Claim
                  released
                  herein.

              


      

    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Employee has
      (i)
      to any unpaid benefits under any employee benefit plan (within the meaning
      of
      Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), (ii) to Employee’s right to exercise vested stock options, if any,
      pursuant to any stock option agreements provided by the Employer to Employee,
      or
      (iii) under the Stock Purchase Agreements (and its exhibits) identified in
      the
      introduction to the Employment Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	14.	
                The
                  Employer and Employee agree that the terms of this Agreement shall
                  be
                  final and binding and that this Agreement shall be interpreted,
                  enforced
                  and governed under the laws of the State of Georgia. The provisions
                  of
                  this Agreement can be severed, and if any part of this Agreement
                  is found
                  to be unenforceable, the remainder of this Agreement will continue
                  to be
                  valid and effective.

              


      

    

     

    
      
        	15.	
                This
                  Agreement sets forth the entire agreement between the Employer
                  and
                  Employee and fully supersedes any and all prior agreements or
                  understandings, written and/or oral, between the Employer and Employee
                  pertaining to the subject matter of this
                  Agreement.

              


      

    

     

    
      
        	16.	
                Employee
                  is solely responsible for the payment of any fees incurred as the
                  result
                  of an attorney reviewing this
                  agreement.

              


      

    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to twenty-one (21) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after
      you have
      signed it. This Agreement will not be effective or enforceable, nor will any
      consideration be paid, until after the seven (7) day revocation period has
      expired. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above. 

    
      


      
        
          	 	
                  
                    EMPLOYEE

                     

                  

                  
                    

                  

                  Print Name

                   

                  
                    

                  

                  Signature

                   

                  
                    

                  

                  Date
                    Signed

                


        

      

       

      
        
          	 	 	 
	 	
                  GALT
                    MEDICAL CORP.

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  Title:

                	
                  
   

	 	 	
                  
 
	 	
                


        

      

      

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

       

    

    Employee

    40
      and
      over -

    Group
      of
      terminations

     

    EXHIBIT
      D

     

    RELEASE
      AGREEMENT

     

    This
      Release Agreement (this “Agreement”) is made this ____ day of _______________,
      by Galt Medical Corp. (the “Employer”)
      and _________________________
      (the
“Employee”).

     

    Introduction

     

    Employee
      and the Employer entered into an Employment Agreement dated ______________
      (the
“Employment Agreement”) which provides certain benefits in the event of certain
      terminations of the Employee’s employment.

     

    The
      Employment Agreement requires that as a condition to the payment of severance
      benefits under the Employment Agreement or the Employer entering into a
      consulting agreement with the Employee as provided in the Employment Agreement
      (the “Separation Benefits”), the Employee must provide a release and agree to
      certain other conditions.

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    
      
        	10.	
                Employee
                  has been offered forty-five (45) days from receipt of this Agreement
                  within which to consider this Agreement. The effective date of
                  this
                  Agreement shall be the date eight (8) days after the date on which
                  Employee signs this Agreement (“the Effective Date”). For a period of
                  seven (7) days following Employee’s execution of this Agreement, Employee
                  may revoke this Agreement, and this Agreement shall not become
                  effective
                  or enforceable until such seven (7) day period has expired. Employee
                  must
                  communicate the desire to revoke this Agreement in writing. Employee
                  understands that the Employee may sign the Agreement at any time
                  before
                  the expiration of the forty-five (45) day review period. To the
                  degree
                  Employee chooses not to wait forty-five (45) days to execute this
                  Agreement, it is because Employee freely and unilaterally chooses
                  to
                  execute this Agreement before that time. Employee’s signing of the
                  Agreement triggers the commencement of the seven (7) day revocation
                  period. 

              


      

    

     

    
      
        
          	11.	
                  In
                    exchange for Employee’s execution of this Agreement and in full and
                    complete settlement of any and all claims, the Employer will
                    provide
                    Employee with the Separation Benefits.


                


        

      

    

     

    
      
        
          	12.	
                  Employee
                    acknowledges and agrees that this Agreement is in compliance
                    with the Age
                    Discrimination in Employment Act and the Older Workers Benefit
                    Protection
                    Act and that the releases set forth in this Agreement shall be
                    applicable,
                    without limitation, to any claims brought under these Acts.
                    

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      release given by Employee in this Agreement is given solely in exchange for
      the
      consideration set forth in this Agreement and such consideration is in addition
      to anything of value that Employee was entitled to receive prior to entering
      into this Agreement.

     

    Employee
      has been advised to consult an attorney prior to entering into this Agreement,
      and this provision of the Agreement satisfies the requirement of the Older
      Workers Benefit Protection Act that Employee be so advised in
      writing.

     

    By
      entering into this Agreement, Employee does not waive rights or claims that
      may
      arise after the date this Agreement is executed.

     

    
      
        	13.	
                
                  The
                    Employer has           [Employer
                    to describe class, unit, or group of individuals covered by termination
                    program, any eligibility factors, and time limits
                    applicable]
                    and such employees comprise the “Decisional Unit.” Attached as “Attachment
                    1” to this Agreement is a list of ages and job titles of persons
                    in the
                    Decisional Unit who were and who were not selected for termination
                    and the
                    offer of consideration for signing the
                    Agreement.

                

              


      

    

     

    
      
        	14.	
                This
                  Agreement shall in no way be construed as an admission by the Employer
                  that it has acted wrongfully with respect to Employee or any other
                  person
                  or that Employee has any rights whatsoever against the Employer.
                  The
                  Employer specifically disclaims any liability to or wrongful acts
                  against
                  Employee or any other person on the part of itself, its employees
                  or its
                  agents.

              


      

    

     

    
      
        	15.	
                As
                  a material inducement to the Employer to enter into this Agreement,
                  Employee hereby irrevocably releases the Employer and each of the
                  owners,
                  stockholders, predecessors, successors, directors, officers, employees,
                  representatives, attorneys, and affiliates (and agents, directors,
                  officers, employees, representatives and. attorneys of such affiliates)
                  of
                  the Employer, and all persons acting by, through, under or in concert
                  with
                  them (collectively “Releasees”), from any and all charges, claims,
                  liabilities, agreements, damages, causes of action, suits, costs,
                  losses,
                  debts and expenses (including attorneys’ fees and costs actually incurred)
                  of any nature whatsoever, known or unknown, including, but not
                  limited to,
                  rights arising out of alleged violations of any contracts, express
                  or
                  implied, any covenant of good faith and fair dealing, express or
                  implied,
                  or any tort, or any legal restrictions on the Employer’s right to
                  terminate employees, or any federal, state or other governmental
                  statute,
                  regulation, or ordinance, including, without limitation: (1) Title
                  VII of
                  the Civil Rights Act of 1964, as amended by the Civil Rights Act
                  of 1991
                  (race, color, religion, sex, and national origin discrimination);
                  (2) the
                  Employee Retirement Income Security Act (“ERISA”); (3) 42 U.S.C. § 1981
                  (discrimination); (4) the Americans with Disabilities Act (disability
                  discrimination); (5) the Age Discrimination in Employment Act;
                  (6) the
                  Older Workers Benefit Protection Act; (7) the Equal Pay Act; (8)
                  Executive
                  Order 11246 (race, color, religion, sex, and national origin
                  discrimination); (9) Executive Order 11141 (age discrimination);
                  (10)
                  Section 503 of the Rehabilitation Act. of 1973 (disability
                  discrimination); (11) negligence; (12) negligent hiring and/or
                  negligent
                  retention; (13) intentional or negligent infliction of emotional
                  distress or outrage; (14) defamation; (15) interference with
                  employment; (16) wrongful discharge; (17) invasion of privacy;
                  or
                  (18) violation of any other legal or contractual duty arising under
                  the laws of the State of Georgia or the laws of the United States
                  (“Claim”
                  or “Claims”), which Employee now has, or claims to have, or which Employee
                  at any time heretofore had, or claimed to have, or which Employee
                  at any
                  time hereinafter may have, or claim to have, against each or any
                  of the
                  Releasees, in each case as to acts or omissions by each or any
                  of the
                  Releasees occurring up to and including the Effective Date. Employee
                  covenants and agrees not to institute, or participate in any way
                  in anyone
                  else’s actions involved in instituting, any action against any of the
                  Releasees with respect to any Claim released
                  herein.

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, this Agreement shall not release any claims the Employee has
      (i)
      to any unpaid benefits under any employee benefit plan (within the meaning
      of
      Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), (ii) to Employee’s right to exercise vested stock options, if any,
      pursuant to any stock option agreements provided by the Employer to Employee,
      or
      (iii) under the Stock Purchase Agreements (and its exhibits) identified in
      the
      introduction to the Employment Agreement.

     

    
      
        	16.	
                The
                  Employer and Employee agree that the terms of this Agreement shall
                  be
                  final and binding and that this Agreement shall be interpreted,
                  enforced
                  and governed under the laws of the State of Georgia. The provisions
                  of
                  this Agreement can be severed, and if any part of this Agreement
                  is found
                  to be unenforceable, the remainder of this Agreement will continue
                  to be
                  valid and effective.

              


      

    

     

    
      
        	17.	
                This
                  Agreement sets forth the entire agreement between the Employer
                  and
                  Employee and fully supersedes any and all prior agreements or
                  understandings, written and/or oral, between the Employer and Employee
                  pertaining to the subject matter of this
                  Agreement.

              


      

    

     

    
      
        	18.	
                Employee
                  is solely responsible for the payment of any fees incurred as the
                  result
                  of an attorney reviewing this
                  agreement.

              


      

    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

     

    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to forty-five (45) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after
      you have
      signed it. This Agreement will not be effective or enforceable, nor will any
      consideration be paid, until after the seven (7) day revocation period has
      expired. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above. 

    
      


      
        
          	 	
                  
                    EMPLOYEE

                     

                  

                  
                    

                  

                  Print Name

                   

                  
                    

                  

                  Signature

                   

                  
                    

                  

                  Date
                    Signed

                


        

      

       

      
        
          	 	 	 
	 	
                  GALT
                    MEDICAL CORP.

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  Title:

                	
                  
   

	 	 	
                  
 
	 	
                


        

      

      

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

       

    

    ATTACHMENT
      I

    


    Employees
      Comprising the “Decisional Unit”

    

      
        	
                Job
                  Title:

              	
                Age:

              	
                Participating:

              	
                Not
                  Participating:

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      E

     

    Inventions,
      Patents and Copyrights

     

    
      	1.	
              Previously
                Conceived Inventions

            


    

    [DESCRIBE
      ANY INVENTIONS WHICH THE EMPLOYEE DEVELOPED OR HAS AN OWNERSHIP INTEREST IN.
      IF
      NONE, INSERT “NONE”. Note:
      With
      respect to any such Inventions not described herein, the Company shall have
      a
      nonexclusive, paid up, royalty-free license to use and practice such Invention,
      including a license under all patents to issue in any country which pertain
      to
      such Invention.] 

     

    
      	2.	
              Patents

            


    

    [LIST
      OR
      DESCRIBE ALL PATENTS WHICH THE EMPLOYEE OWNS INDIVIDUALLY, WITH OTHERS, OR
      FOR
      WHICH APPLICATIONS ARE PENDING. IF NONE, INSERT “NONE”.]

     

    
      	3.	
              Copyrights

            


    

    [DESCRIBE
      ANY WORKS FOR WHICH THE EMPLOYEE CLAIMS THE COPYRIGHT EITHER INDIVIDUALLY OR
      WITH OTHERS. IF NONE, INSERT “NONE”.]