STOCK PURCHASE AGREEMENT

Exhibit 2.1

STOCK PURCHASE AGREEMENT

dated as of April 26, 2005

with respect to

C.P. MEDICAL CORPORATION

by and among

THERAGENICS CORPORATION

as Purchaser

and

PATRICK J. FERGUSON

and

CYNTHIA L. FERGUSON

as Sellers

<PAGE>

TABLE OF CONTENTS

This Table of Contents is not part of the Agreement to which it is attached but

is inserted for convenience only.

<TABLE>

<CAPTION>

Page

<S> <C>

ARTICLE I DEFINITIONS...................................................................................1

SECTION 1.01 DEFINITIONS AND CONSTRUCTION.........................................................1

ARTICLE II SALE AND TRANSFER OF SHARES; CLOSING........................................................12

SECTION 2.01 PURCHASE AND SALE OF COMPANY SHARES.................................................12

SECTION 2.02 EXECUTED STOCK POWERS...............................................................12

SECTION 2.03 PURCHASE PRICE AND ADJUSTMENT OF PURCHASE PRICE.....................................13

SECTION 2.04 CLOSING.............................................................................14

SECTION 2.05 FURTHER ASSURANCES; POST-CLOSING COOPERATION........................................15

SECTION 2.06 EXEMPTION FROM REGISTRATION.........................................................15

SECTION 2.07 STOCK REGISTRATION RIGHTS...........................................................15

SECTION 2.08 SUPPLEMENT TO DISCLOSURE SCHEDULE...................................................15

ARTICLE III REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND THE COMPANY..............................16

SECTION 3.01 ORGANIZATION, STANDING AND POWER....................................................16

SECTION 3.02 AUTHORITY...........................................................................16

SECTION 3.03 NO CONFLICTS........................................................................17

SECTION 3.04 NO CONSENTS.........................................................................17

SECTION 3.05 TITLE TO ASSETS AND PROPERTIES; ABSENCE OF ENCUMBRANCES.............................18

SECTION 3.06 FINANCIAL STATEMENTS AND SCHEDULES..................................................19

SECTION 3.07 PRE-CLOSING BALANCE SHEET...........................................................19

SECTION 3.08 ABSENCE OF UNDISCLOSED LIABILITIES..................................................21

SECTION 3.09 LITIGATION; REGULATORY COMPLIANCE...................................................21

SECTION 3.10 PRODUCT LIABILITY CLAIMS............................................................22

SECTION 3.11 RESTRICTIONS ON BUSINESS ACTIVITIES.................................................22

SECTION 3.12 GOVERNMENTAL AUTHORIZATION..........................................................22

SECTION 3.13 INTELLECTUAL PROPERTY...............................................................23

SECTION 3.14 ENVIRONMENTAL MATTERS...............................................................26

SECTION 3.15 TAXES...............................................................................27

SECTION 3.16 EMPLOYEE BENEFIT PLANS..............................................................28

SECTION 3.17 CAPITALIZATION AND EQUITY OWNERSHIP.................................................30

SECTION 3.18 CERTAIN AGREEMENTS AFFECTED BY THE ACQUISITION......................................30

SECTION 3.19 EMPLOYEE MATTERS....................................................................30

SECTION 3.20 INTERESTED PARTY TRANSACTIONS.......................................................32

SECTION 3.21 INSURANCE...........................................................................32

SECTION 3.22 BOOKS AND RECORDS...................................................................33

SECTION 3.23 BROKERS' AND FINDERS' FEES; THIRD PARTY EXPENSES....................................33

i

<PAGE>

SECTION 3.24 CUSTOMERS, SUPPLIERS AND SALES REPRESENTATIVES.....................................33

SECTION 3.25 CONTRACTS AND LICENSES.............................................................34

SECTION 3.26 NO BREACH OF CONTRACTS OR LICENSES.................................................35

SECTION 3.27 THIRD PARTY CONSENTS...............................................................35

SECTION 3.28 SOLVENCY...........................................................................35

SECTION 3.29 COMPLIANCE WITH REGULATION D.......................................................36

SECTION 3.30 ABSENCE OF CERTAIN BUSINESS PRACTICES..............................................37

SECTION 3.31 REAL PROPERTY......................................................................37

SECTION 3.32 PREFERENTIAL TREATMENT.............................................................37

SECTION 3.33 CERTAIN FINANCIAL RELATIONSHIP WITH PHYSICIANS.....................................37

SECTION 3.34 REPRESENTATIONS COMPLETE...........................................................37

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER.................................................38

SECTION 4.01 ORGANIZATION, STANDING AND POWER....................................................38

SECTION 4.02 AUTHORITY...........................................................................38

SECTION 4.03 NO CONFLICT.........................................................................39

SECTION 4.04 FINANCIAL RESOURCES.................................................................39

SECTION 4.05 SEC FILINGS; FINANCIAL STATEMENTS...................................................39

SECTION 4.06 ABSENCE OF CERTAIN CHANGES OR EVENTS................................................39

SECTION 4.07 VALID ISSUANCE......................................................................40

SECTION 4.08 LITIGATION; REGULATORY COMPLIANCE...................................................40

SECTION 4.09 NO FURTHER REPRESENTATIONS..........................................................40

SECTION 4.10 REQUIRED REGISTRATION...............................................................40

ARTICLE V COVENANTS....................................................................................40

SECTION 5.01 CONDUCT OF BUSINESS BY THE COMPANY PENDING THE CLOSING..............................40

SECTION 5.02 NOTICE OF CERTAIN EVENTS............................................................43

SECTION 5.03 ACCESS TO INFORMATION; CONFIDENTIALITY..............................................43

SECTION 5.04 NO SOLICITATION OF TRANSACTIONS.....................................................43

SECTION 5.05 FINANCIAL STATEMENTS AND REPORTS....................................................44

SECTION 5.06 DELIVERY OF BOOKS AND RECORDS; REMOVAL OF PROPERTY..................................45

SECTION 5.07 [INTENTIONALLY OMITTED].............................................................45

SECTION 5.08 NOTICE AND CURE.....................................................................45

SECTION 5.09 FULFILLMENT OF CONDITIONS...........................................................46

SECTION 5.10 FURTHER ACTION; CONSENTS; FILINGS...................................................46

SECTION 5.11 PUBLIC ANNOUNCEMENTS................................................................46

ARTICLE VI ADDITIONAL AGREEMENTS.......................................................................47

SECTION 6.01 ASSISTANCE AND COOPERATION..........................................................47

SECTION 6.02 [INTENTIONALLY OMITTED].............................................................47

SECTION 6.03 SPECIAL PURPOSE SUBSIDIARY..........................................................47

SECTION 6.04 SECTION 338(H)(10) ELECTION.........................................................47

SECTION 6.05 TAX GROSS-UP........................................................................48

SECTION 6.06 EMPLOYEE BENEFIT PLANS..............................................................49

ii

<PAGE>

ARTICLE VII CONDITIONS TO CLOSING......................................................................49

SECTION 7.01 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE TRANSACTION...........49

SECTION 7.02 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF EACH SELLER.............................49

SECTION 7.03 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PURCHASER...............................50

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER.........................................................53

SECTION 8.01 TERMINATION.........................................................................53

SECTION 8.02 EFFECT OF TERMINATION...............................................................54

SECTION 8.03 EXPENSES; LIQUIDATED DAMAGES........................................................54

ARTICLE IX SURVIVAL, INDEMNIFICATION AND ESCROW........................................................54

SECTION 9.01 SURVIVAL...........................................................................54

SECTION 9.02 ESCROW FUND........................................................................54

SECTION 9.03 INDEMNIFICATION....................................................................55

SECTION 9.04 PROCEDURE FOR INDEMNIFICATION......................................................56

SECTION 9.05 ASSIGNMENT BY PURCHASER............................................................57

ARTICLE X GENERAL PROVISIONS...........................................................................57

SECTION 10.01 NOTICES.............................................................................57

SECTION 10.02 AMENDMENT...........................................................................59

SECTION 10.03 WAIVER, RIGHTS AND REMEDIES CUMULATIVE..............................................59

SECTION 10.04 SEVERABILITY........................................................................60

SECTION 10.05 ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARY..............................60

SECTION 10.06 GOVERNING LAW.......................................................................60

SECTION 10.07 WAIVER OF JURY TRIAL................................................................60

SECTION 10.08 HEADINGS; INTERPRETATION............................................................61

SECTION 10.09 COUNTERPARTS........................................................................61

SECTION 10.10 MEDIATION...........................................................................61

SECTION 10.11 ENTIRE AGREEMENT....................................................................62

</TABLE>

iii

<PAGE>

EXHIBITS

Exhibit A-1 P. Ferguson Non-Competition Agreement

Exhibit A-2 C. Ferguson Non-Competition Agreement

Exhibit B Escrow Agreement

Exhibit C Registration Rights Agreement

Exhibit D Sellers Certificate of Subchapter S Election

Exhibit E Opinion of Counsel to Purchaser

Exhibit F Opinion of Counsel to Sellers

Exhibit G Form of Intellectual Property Assignment Agreement

Exhibit H-1 P. Ferguson Employment Agreement

Exhibit H-2 W. Black Employment Agreement

Exhibit H-3 Jeffry Barron Employment Agreement

Exhibit H-4 Thomas Brammer Employment Agreement

Exhibit H-5 Mary Ann Greenawalt Employment Agreement

Exhibit H-6 Chris Taylor Employment Agreement

Exhibit I-1 Real Estate Lease Documents

Exhibit I-2 Real Estate Lease Documents

Exhibit I-3 Real Estate Lease Documents

Exhibit I-4 Real Estate Lease Documents

iv

<PAGE>

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is made and entered into as of April 26,

2005, by and among Theragenics Corporation, a Delaware corporation

("PURCHASER"), Patrick J. Ferguson ("P. FERGUSON") and Cynthia L. Ferguson ("C.

FERGUSON"), each a resident of the State of Washington (collectively "SELLERS").

Capitalized terms not otherwise defined herein have the meanings set forth in

ARTICLE I.

RECITALS

As of the date hereof, P. Ferguson is the beneficial owner of Fifty

percent (50%) of the issued and outstanding capital stock of C.P. Medical

Corporation, an Oregon corporation (the "COMPANY"), and C. Ferguson is the

beneficial owner of Fifty percent (50%) of the issued and outstanding capital

stock of the Company.

This Agreement contemplates a transaction in which Sellers shall sell,

transfer, assign, and deliver to Purchaser, and Purchaser shall purchase and

accept from Sellers, one hundred percent (100%) of the issued and outstanding

capital stock of the Company, for the consideration and on the terms set forth

in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the

representations, warranties, covenants and agreements set forth herein, and

other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, and intending to be legally bound hereby, the parties

hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 DEFINITIONS AND CONSTRUCTION.

----------------------------

(a) CERTAIN DEFINED TERMS. For purposes of this Agreement, the

following terms shall have the respective meanings set forth below. All other

capitalized terms, when used in this Agreement, shall have the respective

meanings assigned to them where they first appear and are defined in this

Agreement.

"ACTION OR PROCEEDING" means any action, suit, litigation, proceeding,

mediation, arbitration or Governmental Entity investigation or audit.

"AFFILIATE", with respect to any Person, means any other Person that

controls, is controlled by or is under common control with the first Person.

"AGREEMENT" means this Stock Purchase Agreement, together with all

Schedules and Exhibits attached hereto and referenced herein.

"ALLOCABLE STOCK" has the meaning ascribed to it in Section 2.04(c).

"ALTERNATE TRANSACTION" has the meaning ascribed to it in Section 5.04.

1

<PAGE>

"ANCILLARY AGREEMENTS" means, collectively, the Escrow Agreement, the

P. Ferguson Employment Agreement, the C. Ferguson Non-Competition Agreement, P.

Ferguson Non-Competition Agreement, the Registration Rights Agreement, the Real

Estate Lease Documents and all other support agreements and other agreements to

be entered into in connection with the transactions contemplated by this

Agreement.

"ASSETS AND PROPERTIES" of any Person means all assets and properties

of every kind, nature, character and description (whether real, personal or

mixed, whether tangible or intangible, whether absolute, accrued, contingent,

fixed or otherwise and wherever situated), including the goodwill related

thereto, operated, owned, leased or licensed by such Person, including cash,

cash equivalents, Investment Assets, accounts and notes receivable, chattel

paper, documents, instruments, licenses, Contracts, general intangibles, real

estate, equipment, inventory, goods and Intellectual Property.

"ASSOCIATE", with respect to any Person, means any corporation or other

business organization of which such Person is an officer or partner or is the

beneficial owner, directly or indirectly, of ten percent (10%) or more of any

class of equity securities, any trust or estate in which such Person has a

substantial beneficial interest or as to which such Person serves as a trustee

or in a similar capacity, the spouse of such Person, or any relative of such

Person or spouse, who shares the same primary residence as such Person.

"BENEFIT PLAN" means any written and any unwritten bonus, incentive

compensation, deferred compensation, pension, profit sharing, retirement,

savings, stock purchase, stock option, restricted stock, stock grant, stock

ownership, stock appreciation rights, phantom stock, leave of absence, layoff,

vacation, day care, dependent care, legal services, cafeteria, life insurance,

health, accident, disability, worker's compensation or other insurance,

severance, separation, welfare or other employee benefit plan, practice, policy

or arrangement of any kind, whether written or oral, including any "employee

benefit plan" within the meaning of Section 3(3) of ERISA.

"BOOKS AND RECORDS" of any Person means all files, documents,

instruments, papers, books and records relating to the business, operations,

condition (financial or other), results of operations and Assets and Properties

of such Person, including financial statements, Tax Returns and related work

papers and letters from accountants, budgets, pricing guidelines, sales and

promotional literature, sales and purchase correspondence, ledgers, journals,

deeds, title policies, personnel and employment records, Contracts, Licenses,

customer and supplier lists, telephone and facsimile numbers, computer files and

programs, retrieval programs, operating data and plans and environmental studies

and plans.

"BUSINESS CONTRACTS" means all Contracts (other than the Real Property

Leases and the Personal Property Leases) to which the Company is a party and

which are used or held for use by the Company primarily in, or are necessary

for, the conduct of the business of the Company as a going concern, including

purchase orders and Contracts related to customers, suppliers, sales

representatives, distributors, marketing, manufacturing and testing.

2

<PAGE>

"BUSINESS DAY" means any day on which the principal offices of the SEC

in Washington, D.C. are open to accept filings, or, in the case of determining a

date when any payment is due, any day on which banks are not required or

authorized by Law or executive order to close in the State of Georgia.

"BUSINESS LICENSES" means all Licenses (including applications

therefor), to the extent transferable, which are used or held for use by the

Company primarily in, or are necessary for, the conduct of the business of the

Company as a going concern.

"C. FERGUSON" means Cynthia L. Ferguson, a resident of the State of

Washington.

"C. FERGUSON NON-COMPETITION AGREEMENT" has the meaning ascribed to it

in Section 7.03(g).

"CERCLA" has the meaning ascribed to it in Section 1.01(a), under

"Environmental Law."

"CERTIFICATES" has the meaning ascribed to it in Section 2.02.

"CLAIM" has the meaning ascribed to it in Section 9.04(a).

"CLOSING" has the meaning ascribed to it in Section 2.04.

"CLOSING BALANCE SHEET" has the meaning ascribed to it in Section

2.03(b).

"CLOSING DATE" has the meaning ascribed to it in Section 2.04.

"COBRA" has the meaning ascribed to it in Section 3.16(j).

"COMPANY" has the meaning ascribed to it in the Recitals.

"COMPANY AUTHORIZATIONS" has the meaning ascribed to it in Section

3.12.

"COMPANY INTELLECTUAL PROPERTY" means all the Intellectual Property

that is used or useful in, or is necessary for, the conduct of the business of

the Company as a going concern (including the Company's goodwill therein) as

conducted within the twelve (12) month period prior to the date hereof.

"COMPANY SHARES" has the meaning ascribed to it in Section 2.01.

"COMPANY'S PLANS" has the meaning ascribed to it in Section 3.16(d).

"CONFIDENTIALITY AGREEMENT" means that certain Confidentiality

Agreement dated October 22, 2004 between Purchaser and the Company.

"CONTRACT" means any agreement, lease, license, evidence of

Indebtedness, mortgage, indenture, security agreement or other contract or

arrangement (whether written or oral) setting forth a legal obligation or right

of a party thereto with respect to the subject matter thereof (including all

amendments, supplements thereto, restatements thereof and consents,

3

<PAGE>

waivers and notices thereunder which affect the rights and/or obligations of any

of the parties thereto).

"CPA FIRM" has the meaning ascribed to it in Section 2.03(b).

"CURRENT ASSETS" means the aggregate of the amounts with respect to the

following line items as reflected in the Pre-Closing Balance Sheet or Closing

Balance Sheet, as applicable: cash and cash equivalents; accounts receivable;

accounts receivable-employee; notes receivable; investments; and inventory.

"CURRENT LIABILITIES" means the aggregate of the amounts with respect

to the following line items as reflected in the Pre-Closing Balance Sheet or

Closing Balance Sheet, as applicable: accounts payable; deferred payment;

accrued bonuses; accrued payroll; accrued payroll taxes and other accruals.

"$"means United States dollars.

"DISPUTE" has the meaning ascribed to it in Section 10.10.

"EMPLOYEES" means all employees of the Company employed in connection

with the business of the Company as of the date of this Agreement either

directly by the Company or indirectly pursuant to the Employee Management

Service Agreement between HC Oregon, Inc. and the Company dated as of September

1, 2001, and as amended on July 21, 2004.

"ENCUMBRANCE" means any mortgage, pledge, assessment, security

interest, lease, lien, adverse claim, levy, charge or other encumbrance or

restriction of any kind, or any conditional sale Contract, title retention

Contract or other Contract to give any of the foregoing.

"ENVIRONMENTAL CLAIM" means any action, suit, complaint, notice of

violation, demand, penalty, written or oral notice, request for information or

other communication, claim, investigation, order or proceeding relating to: (i)

the actual or alleged violation of any Environmental Law, including, without

limitation, any alleged failure to possess or comply with any environmental

approvals, permits, licenses, clearances and consents required under any

Environmental Law; (ii) any treatment, storage, recycling, transportation,

disposal, handling, placement, Release or threatened Release, or the presence of

any Hazardous Material at any location, whether or not owned by the Person

against whom such liability is alleged or asserted; or (iii) the actual or

alleged exposure of any Person to any Hazardous Material.

"ENVIRONMENTAL LAW" means any Law or rule of common law (including,

without limitation, nuisance and trespass claims) of any Governmental Entity,

relating to human health, safety, any Hazardous Material, natural resources or

the environment (including, without limitation, ground, air, water or noise

pollution or contamination, and underground or above-ground storage tanks), and

shall include, without limitation, the Solid Waste Disposal Act, 42 U.S.C. ss.

6901 et seq.; the Comprehensive Environmental Response, Compensation and

Liability Act of 1980, 42 U.S.C. ss.9601 et seq. ("CERCLA"), as amended by the

Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Hazardous

Materials Transportation Act, 49 U.S.C. ss. 1801 et seq.; the Federal Water

Pollution Control Act, 33 U.S.C. ss. 1251 et seq.; the Clean Air Act, 42 U.S.C.

ss. 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et

4

<PAGE>

seq.; the Safe Drinking Water Act, 42 U.S.C. ss. 300f et seq., and their state

equivalents or analogs, and any other state or federal environmental statutes,

and all rules, regulations, orders and decrees now or hereafter promulgated

under any of the foregoing, as any of the foregoing now exist or may be changed

or amended or come into effect in the future.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, and the rules and regulations promulgated thereunder.

"ERISA AFFILIATE" has the meaning ascribed to it in Section 3.16(g).

"ESCROW AGENT" has the meaning ascribed to it in Section 9.02.

"ESCROW AGREEMENT" has the meaning ascribed to it in Section 2.04(c).

"ESCROW AMOUNT" has the meaning ascribed to it in Section 2.04(c).

"ESCROW FUND" has the meaning ascribed to it in Section 9.02.

"ESCROW SHARES" has the meaning ascribed to it in Section 2.04(c).

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,

together with the rules and regulations promulgated thereunder, as in effect

from time to time.

"EXPENSES" means, with respect to any party hereto, all out-of-pocket

expenses (including all fees and expenses of counsel, accountants, investment

bankers, experts and consultants) reasonably incurred by or on behalf of such

party in connection with or related to the negotiation, authorization,

preparation, execution and performance of its obligations pursuant to this

Agreement, the Ancillary Agreements and the consummation of the transactions

contemplated hereby, and all other matters and proceedings related to this

Agreement, the Ancillary Agreements, the transactions contemplated hereby and

thereby and the closing of such transactions.

"FINAL CLOSING WORKING CAPITAL" has the meaning ascribed to it in

Section 2.03(b).

"GAAP" means United States generally accepted accounting principles,

consistently applied throughout the specified period and in the immediately

preceding comparable period.

"GOVERNMENTAL ENTITY" means any United States federal, state or local

and any foreign governmental, regulatory or administrative authority, agency,

commission, court, tribunal or arbitral body.

"GROSS SHARES" shall mean a number of shares of Purchaser Common Stock

with a dollar value valued at the Purchaser Average Stock Price equal to Six

Million Two Hundred Fifty Thousand Dollars ($6,250,000).

5

<PAGE>

"HAZARDOUS MATERIAL" means any material or substance, whether solid,

liquid or gaseous: (i) which is listed, regulated or defined as a "hazardous

substance," "hazardous waste," "hazardous material," "regulated substance,"

"toxic substance," "contaminant," "pollutant" or "solid waste," or otherwise

classified or regulated as hazardous or toxic, in or pursuant to any

Environmental Law, or for which a Person may be subject to liability under any

Environmental Law; (ii) which is or contains asbestos, lead-based paint, radon,

any polychlorinated biphenyl, polybrominated diphenyl ether, urea formaldehyde

foam insulation, explosive or radioactive material, motor fuel, or petroleum

(including, without limitation, petroleum products, by-products, constituents or

other petroleum hydrocarbons), fungi, bacterial or viral matter which reproduces

through the release of spores or the splitting of cells or other means,

(including without limitation, mold, toxic or mycotoxin spores); or (iii) which

causes a contamination or nuisance on, in, at, under, around or affecting any

property or a hazard, or threat of the same, to public health, human health or

the environment.

"INDEBTEDNESS" of any Person means all obligations of such Person (i)

for borrowed money, whether or not evidenced by notes, bonds, debentures or

similar instruments, (ii) for the deferred purchase price of goods or services

(other than trade payables or accruals incurred in the ordinary course of

business), (iii) under capital leases, and (iv) in the nature of guarantees of

the obligations described in clauses (i) through (iii) above of any other

Person.

"INDEMNITEE" has the meaning ascribed to it in Section 9.04(a).

"INDEMNITOR" has the meaning ascribed to it in Section 9.04(a).

"INTANGIBLE PERSONAL PROPERTY" means all Intellectual Property of the

Company, including the items listed in SECTION 3.13(G) OF THE SELLERS DISCLOSURE

SCHEDULE and all Intellectual Property of the Company related to

Product-Specific Machinery and Equipment.

"INTELLECTUAL PROPERTY" means any or all of the following, and all

rights in, to, under, arising out of, or associated with any or all of the

following: (i) all United States, foreign and international patents and patent

rights (including all patents, patent applications, and any and all divisions,

continuations, continuations-in-part, reissues, re-examinations and extensions

thereof, and all invention registrations and invention disclosures); (ii) all

trademarks and trademark rights, service marks and service mark rights, trade

names and trade name rights, service names and service name rights (including

all goodwill, common law rights and governmental or other registrations or

applications for registration pertaining thereto), designs, trade dress, brand

names, business and product names, Internet domain names, logos and slogans;

(iii) all copyrightable works and copyright rights therein (including all common

law rights and governmental or other registrations or applications for

registration pertaining thereto, and renewal rights therefor); (iv) all SUI

GENERIS database rights, ideas, inventions, (whether patentable or not),

invention disclosures, improvements, technology, know-how, show-how, formulas,

systems, processes, designs, methodologies, industrial models, works of

authorship, technical drawings, statistical models, algorithms, modules,

computer programs, technical documentation, business methods, work product,

intellectual and industrial property licenses, proprietary information, and

customer lists; (v) all mask works, mask work registrations and applications

therefor; (vi) all industrial designs and any registrations and applications

therefor throughout the world; (vii) all computer software including all source

code, object code,

6

<PAGE>

firmware, development tools, files, records and data, and all media on which any

of the foregoing is recorded; (viii) all shop rights and moral rights, (ix) all

trade secrets, trade secret rights, and other proprietary rights in information,

including contractual or other rights to confidential information of third

parties or to have information treated as confidential by third parties; (x) all

similar, corresponding or equivalent rights to, and to the benefits pertaining

to, any of the foregoing, including (without limitation), the right to

institute, prosecute, defend, and/or prosecute all suits and proceedings and

retain all damage and other awards and to take all actions necessary or proper

to collect, assert, or enforce any interest, claim, right, or title of any kind

in and to any and all of the foregoing, the Inventions and Discoveries or the

Assets and Properties; and (xi) all documentation related to any of the

foregoing; provided, however, that the term "INTELLECTUAL PROPERTY" does not

include any of the foregoing to the extent that the rights thereto are in the

public domain and not subject to ownership or proprietary rights on the part of

any party.

"INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as

amended, and the rules and regulations promulgated thereunder.

"INVENTORY" means all inventory of goods and supplies used or

maintained in connection with the business of the Company, including medical

supplies and office supplies, whether as finished product, raw material or work

in progress, and whether held at, or in transit from or to, the locations at

which the business of the Company is conducted.

"INVESTMENT ASSETS" means all debentures, notes and other evidences of

Indebtedness, stocks, securities (including rights to purchase and securities

convertible into or exchangeable for other securities), interests in joint

ventures and general and limited partnerships, mortgage loans and other

investment or portfolio assets owned of record or beneficially by the Company

(other than trade receivables generated in the ordinary course of business of

the Company).

"IRS" means the United States Internal Revenue Service.

"LAW" means any U.S. federal, state, or local, and any foreign,

statute, law, ordinance, regulation, rule, code, order, judgment, decree, or

other requirement or rule of law, as in effect from time to time, including the

Foreign Corrupt Practices Act.

"LEGAL EXPENSES" of Purchaser Indemnified Parties means any and all

reasonable out-of-pocket fees, costs and expenses of any kind incurred by such

Purchaser Indemnified Parties and its counsel in investigating, preparing for,

defending against, providing evidence, producing documents or responding to

subpoenas in connection with, or taking other action with respect to any

threatened or asserted claim or investigation of a third party or Governmental

Entity, including expenses of investigation, court costs, and fees and expenses

of attorneys, accountants and experts.

"LIABILITY" and "LIABILITIES" means any Indebtedness, obligation or

other liability of a Person (whether absolute, accrued, contingent, fixed or

otherwise, matured or unmatured, determined or undetermined, or whether due or

to become due).

7

<PAGE>

"LICENSE" means any license, permit, certificate of authority,

authorization, approval, registration, franchise and similar consent granted or

issued by any Governmental Entity.

"LOSS" has the meaning ascribed to it in Section 9.03(a).

"MATERIAL ADVERSE EFFECT" with respect to the specified Person means

any change, effect, event, occurrence, state of facts or development that,

individually or in the aggregate with all other such changes, effects, events,

occurrences, states of fact and developments, is, or would reasonably be

expected to be, materially adverse to the business, assets, Liabilities,

financial condition, operations, results of operations or prospects of the

specified Person; PROVIDED, HOWEVER, that none of the following shall be deemed

in itself to constitute a Material Adverse Effect: changes, effects, events,

occurrences, states of facts or developments (A) occurring as a result of

general economic or financial conditions that do not have a disproportionate and

adverse impact on the business of the Company, or (B) which, in the case of the

business of the Company, are not unique to the Company's business but also

affect other Persons who participate or are engaged in the businesses comparable

to the business of the Company, and, in the case of Purchaser, are not unique to

Purchaser but also affect other Persons who participate or are engaged in the

businesses conducted by Purchaser, to the extent, in each case, that such

changes, events, occurrences, states of fact or developments do not have a

disproportionate effect on the business of the Company (in the case of

provisions relating to the business of the Company) or on Purchaser (in the case

of provisions relating to Purchaser).

"MEDICAL SUPPLY AND PRODUCT BUSINESS" means the business of

manufacturing, sales and distribution of medical products and devices with human

and veterinary applications.

"NOTICE" has the meaning ascribed to it in Section 9.04(a).

"NOTICE OF DISAGREEMENT" has the meaning ascribed to it in Section

2.03(b).

"ORDER" means any writ, judgment, decree, notice, ruling, opinion,

stipulation, determination, injunction or similar order or award of any

arbitrator, mediator or Governmental Entity (in each such case whether

preliminary or final).

"P. FERGUSON" means Patrick J. Ferguson, a resident of the State of

Washington.

"P. FERGUSON EMPLOYMENT AGREEMENT" has the meaning ascribed to it in

Section 7.03(g).

"P. FERGUSON NON-COMPETITION AGREEMENT" has the meaning ascribed to it

in Section 7.03(g).

"PAYMENT PROGRAMS" means any payment program, including without

limitation Medicare, TRICARE, Medicaid, worker's compensation, Blue Cross/Blue

Shield programs, managed care plans, health maintenance organizations, preferred

provider organizations, health benefit plans, health insurance plans, employee

benefit plans, government sponsored programs, alternative care plans, and other

third party reimbursement and payment programs.

8

<PAGE>

"PERMITTED ENCUMBRANCE" means (i) any Encumbrance for Taxes not yet due

or delinquent or being contested in good faith by appropriate proceedings for

which adequate reserves have been established in accordance with GAAP, or (ii)

any statutory Encumbrance arising in the ordinary course of business by

operation of Law with respect to a Liability that is not yet due and payable and

does not materially impair the value of the property subject to such Encumbrance

or the use of such property in the conduct of the business of the Company.

"PERSON" means an individual, corporation, partnership, limited

partnership, limited liability company, limited liability partnership,

syndicate, person (including a "person" as defined in Section 13(d)(3) of the

Exchange Act), trust, association, entity or Governmental Entity.

"PERSONAL PROPERTY LEASES" means (A) The leases or subleases of

Tangible Personal Property described in SECTION 3.25(A) OF THE SELLERS

DISCLOSURE SCHEDULE as to which the Company is the lessor or sublessor, and (B)

the leases of Tangible Personal Property described in Section 3.25(a) of the

Sellers Disclosure Schedule as to which the Company is the lessee or sublessee,

together with any options to purchase the underlying property.

"PRE-CLOSING BALANCE SHEET" means that certain Balance Sheet dated as

of the Pre-Closing Balance Sheet Date set forth in SECTION 3.06 OF THE SELLERS

DISCLOSURE SCHEDULE.

"PRE-CLOSING BALANCE SHEET DATE" means December 31, 2004.

"PRE-CLOSING WORKING CAPITAL" means the Working Capital derived from

the Pre-Closing Balance Sheet.

"PRICING PERIOD" means the twenty (20) trading days ending on two

trading days immediately prior to (and not including) the execution date of this

Agreement.

"PRODUCT-SPECIFIC MACHINERY AND EQUIPMENT" has the meaning ascribed to

it in the definition for "TANGIBLE PERSONAL PROPERTY".

"PURCHASE PRICE" has the meaning ascribed to it in Section 2.03(a).

"PURCHASER" means Theragenics Corporation, a Delaware corporation.

"PURCHASER AVERAGE STOCK PRICE" means the arithmetic average of the

closing price for a share of Purchaser Common Stock as quoted on the New York

Stock Exchange for each trading day during the Pricing Period.

"PURCHASER COMMON STOCK" means the common stock, par value $.01 per

share, of Purchaser.

"PURCHASER DISCLOSURE SCHEDULE" has the meaning ascribed to it in the

introductory paragraph of ARTICLE IV.

"PURCHASER INDEMNIFIED PARTIES" has the meaning ascribed to it in

Section 9.03(a).

9

<PAGE>

"PURCHASER SEC REPORTS" has the meaning ascribed to it in Section

4.05(a).

"RATE" has the meaning ascribed to it in Section 9.03(a).

"REAL ESTATE LEASE DOCUMENTS" has the meaning ascribed to it in Section

7.03(h).

"REAL PROPERTY LEASES" means (A) The leases and subleases of real

property with respect to the Company's facilities which are described in SECTION

3.25(A) OF THE SELLERS DISCLOSURE SCHEDULE as to which the Company is the lessor

or sublessor, and (B) the leases and subleases of real property described in

SECTION 3.25(A) OF THE SELLERS DISCLOSURE SCHEDULE as to which the Company is

the lessee or sublessee, together with any options to purchase the underlying

property and leasehold improvements thereon, and in each case all other rights,

subleases, licenses, permits and profits appurtenant to or related to such

leases and subleases.

"REGISTRABLE SECURITIES" have the meaning ascribed to them in Section

2.07.

"REGISTRATION RIGHTS AGREEMENT" has the meaning ascribed to it in

Section 2.07.

"RELEASE" means any past or present release, spilling, leaking,

pumping, pouring, emitting, emptying, discharging, depositing, escaping,

injecting, leaching, dispersing, seeping, migrating, filtering, dumping,

disposing, injecting or other releasing into the indoor or outdoor environment

(including, without limitation, ambient air, surface water, groundwater, and

surface or subsurface strata) or into or out of any property, whether

intentional or unintentional, including, without limitation, the movement of

Hazardous Material through or into the air, soil, surface water, or groundwater.

"REPRESENTATIVES" has the meaning ascribed to it in Section 5.03.

"SEC" means the United States Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended, together

with the rules and regulations promulgated thereunder, as in effect from time to

time.

"SELLERS" has the meaning ascribed to it in the introductory paragraph

of this Agreement.

"SELLERS CERTIFICATE OF SUBCHAPTER S ELECTION" has the meaning ascribed

to it in Section 3.15(a).

"SELLERS DISCLOSURE SCHEDULE" has the meaning ascribed to it in the

introductory paragraph of ARTICLE III.

"SUBSIDIARY" means, with respect to any Person, any corporation,

partnership, limited partnership, limited liability company, limited liability

partnership, joint venture or other legal entity, a majority of the stock or

other equity interests or voting power of which is owned, directly or

indirectly, by such Person (either alone or through or together with any other

subsidiary of such Person).

10

<PAGE>

"SUPPLEMENT" has the meaning ascribed to it in Section 2.08.

"TANGIBLE PERSONAL PROPERTY" means all furniture, fixtures, vehicles,

machinery, equipment, tools (including machinery and equipment designed

exclusively for products of the business of the Company) ("PRODUCT-SPECIFIC

MACHINERY AND EQUIPMENT") computers (including computer hardware and software)

and other tangible personal property and all replacement parts therefor which

are used or held for use by the Company primarily in, or are necessary for, the

conduct of the business of the Company as a going concern, and including any of

the foregoing purchased subject to any conditional sales or title retention

agreement in favor of any other Person and including Product-Specific Machinery

and Equipment owned or leased by the Company and located at locations where

products of the business of the Company are manufactured or tested.

"TAX" means (i) any and all taxes, fees, levies, duties, tariffs,

imposts and other charges of any kind (together with any and all interest,

penalties, additions to tax and additional amounts imposed with respect thereto)

imposed by any Taxing Authority, including, without limitation, taxes or other

charges on or with respect to income, built-in gains, excessive net passive

income, franchises, windfall or other profits, gross receipts, property, sales,

use, capital stock, payroll, employment, social security, workers' compensation,

unemployment compensation or net worth; taxes or other charges in the nature of

excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes,

license, registration and documentation fees, and customs' duties, tariffs and

similar charges; (ii) any liability for the payment of any amounts of the type

described in clause (i) as a result of being a member of an affiliated,

combined, consolidated or unitary group for any taxable period; and (iii) any

liability for the payment of amounts of the type described in clause (i) or

clause (ii) as a result of being a transferee of, or a successor in interest to,

any Person or as a result of an express or implied obligation to indemnify any

Person.

"TAX RETURN" means any return, statement, report or form (including any

estimated tax reports and returns, withholding tax reports and returns and

information reports and returns) required to be filed with respect to any Tax.

"TAXING AUTHORITY" means any Governmental Entity or taxing authority

responsible for the assessment, collection or administration of any Tax.

"TERMINATING PURCHASER BREACH" has the meaning ascribed to it in

Section 8.01(e).

"TERMINATING SELLER BREACH" has the meaning ascribed to it in Section

8.01(d).

"UNAUDITED FINANCIAL STATEMENTS" has the meaning ascribed to it in

Section 3.06.

"W. BLACK EMPLOYMENT AGREEMENT" has the meaning ascribed to it in

Section 7.03(g).

"WORKING CAPITAL" means the difference between (i) the Current Assets,

and (ii) the Current Liabilities.

11

<PAGE>

(b) CONSTRUCTION. Unless the context of this Agreement otherwise

clearly requires: (i) words of any gender include each other gender and the

neuter; (ii) words using the singular or plural number also include the plural

or singular number, respectively; (iii) the terms "HEREOF," "HEREIN," "HEREBY,"

"HERETO" and derivative or similar words refer to this entire Agreement as a

whole and not to any particular Article, Section or other subdivision; (iv) the

terms "ARTICLE" or "SECTION" or other subdivision refer to the specified

Article, Section or other subdivision of the body of this Agreement; (v) the

words "INCLUDE," "INCLUDES" and "INCLUDING" shall be deemed to be followed by

the phrase "without limitation" except when preceded by a negative predicate;

and (vi) when a reference is made in this Agreement to a Schedule or Exhibit,

such reference shall be to a Schedule or Exhibit to this Agreement unless

otherwise indicated. All accounting terms used herein and not expressly defined

herein shall have the meanings given to them under GAAP. The term "PARTY" or

"PARTIES" (but not the term "THIRD PARTY") when used herein refer to Purchaser,

on the one hand, and Sellers, on the other hand. When used herein, the phrase

"TO THE KNOWLEDGE OF" any Person, "TO THE BEST KNOWLEDGE OF" any Person, "KNOWN

TO" any Person or any similar phrase, means, in the case of Purchaser, the

actual knowledge of Bruce Smith, James MacLennan and Tracy Caswell and, in the

case of Sellers or the Company, the actual knowledge of P. Ferguson, C.

Ferguson, Wayne Black and Mary Ann Greenawalt and, in each case, the knowledge

that such Persons would have obtained of the matter represented after reasonable

due and diligent inquiry of those employees and agents of such party whom such

individuals reasonably believe would have actual knowledge of the matters

represented. In this Agreement, any reference to a party conducting its business

or other affairs or taking any action in the "ORDINARY COURSE OF BUSINESS" and

"ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE" refer to the

business and practice of the specified business as heretofore conducted to the

extent: (a) such action is consistent with such party's past practices and is

taken in the ordinary course of such party's normal day-to-day operations; and

(b) such action is not required to be authorized by such party's shareholders or

members, as applicable, such party's board of directors or managers, as

applicable, or any committee thereof and does not require any other separate or

special authorization of any nature from a third party.

ARTICLE II

SALE AND TRANSFER OF SHARES; CLOSING

Section 2.01 PURCHASE AND SALE OF COMPANY SHARES. On the terms and

subject to the conditions set forth in this Agreement, at the Closing, Purchaser

will purchase, acquire and accept from Sellers, and Sellers will sell, assign,

convey and deliver to Purchaser, all of their right, title and interest in and

to Two Thousand (2,000) shares of the stock of the Company, representing one

hundred percent (100%) of the issued and outstanding common stock of the Company

(the "COMPANY SHARES"), free and clear of any Encumbrances.

Section 2.02 EXECUTED STOCK POWERS. At the Closing, Sellers shall

deliver executed stock powers, in a form reasonably satisfactory to Purchaser,

together with those original certificates that immediately prior to the Closing

represented the Company Shares held by Sellers, or a duly executed affidavit of

lost certificate and indemnity for any Certificate for Company Shares which has

been lost, stolen, seized or destroyed (the "CERTIFICATES"), to Purchaser.

12

<PAGE>

Section 2.03 PURCHASE PRICE AND ADJUSTMENT OF PURCHASE PRICE.

-----------------------------------------------

(a) PURCHASE PRICE. The aggregate purchase price for (i) the Company

Shares and (ii) for the covenants of P. Ferguson and C. Ferguson not to compete

contained EXHIBITS A-1 and A-2, respectively, is Twenty-Five Million Two Hundred

Eighty Two Thousand Three Hundred Fifty Three Dollars ($25,282,353) (the

"PURCHASE PRICE"), subject to adjustment as provided in Section 2.03(b) and

payable in cash and shares of Purchaser Common Stock at the Closing in the

manner provided in Section 2.04(c). The parties hereto acknowledge and agree

that $24,082,353 shall be allocated to the purchase of Company Shares, $600,000

shall be allocable to the P. Ferguson Non-Competition Agreement and $600,000

shall be allocable to the C. Ferguson Non-Competition Agreement.

(b) ADJUSTMENT OF PURCHASE PRICE.

----------------------------

(i) As soon as practicable (but in no event later than ninety

(90) days) after the Closing Date, Sellers shall deliver to Purchaser an

unaudited balance sheet for the Company dated as of the Closing Date (the

"CLOSING BALANCE SHEET") which shall include Working Capital for the Sellers as

of the Closing Date. The Closing Balance Sheet shall be prepared in accordance

with GAAP as in effect on the Closing Date. The Closing Balance Sheet shall

become final and binding on Purchaser and Sellers unless either party gives

written notice of disagreement (a "NOTICE OF DISAGREEMENT") within thirty (30)

days following delivery by Sellers of the Closing Balance Sheet. Any such Notice

of Disagreement shall specify in reasonable detail the nature of any

disagreement so asserted. If Purchaser and Sellers are unable to resolve the

disagreements with respect to the Closing Balance Sheet within thirty (30) days

following the issuance of the Notice of Disagreement, they shall refer the

remaining differences to a nationally recognized firm of independent public

accountants (excluding any firm that presently provides, or has provided within

the last three years, services to either party) as to which Purchaser and

Sellers mutually agree (the "CPA FIRM"), which acting as experts and not as

arbitrators, shall determine only with respect to the remaining differences so

submitted, whether and to what extent, if any, the Working Capital as set forth

in the Closing Balance Sheet requires adjustment. Purchaser and Sellers shall

direct the CPA Firm to use its best efforts to render its determination within

forty-five (45) days after the date the CPA Firm is selected. The CPA Firm's

determination shall be conclusive and binding upon Purchaser and Sellers. The

fees and disbursements of the CPA Firm shall be shared equally by Purchaser and

Sellers. The Working Capital amount that becomes final and binding on Purchaser

and Sellers under this Section 2.03(b) shall be referred to herein as the "FINAL

CLOSING WORKING CAPITAL."

(ii) After the calculation of the Final Closing Working

Capital, the Purchase Price shall be adjusted and payments shall be made as

follows, not later than five (5) Business Days following the determination of

the Final Closing Working Capital:

(A) if the Final Closing Working Capital is more than

$100,000 less than the Pre-Closing Working Capital, then the Escrow Agent shall

return and deliver to Purchaser out of Sellers Escrow Shares that number of

shares of Purchaser Common Stock with a dollar value (valued at the Purchaser

Average Stock Price) equal to the amount of such difference.

13

<PAGE>

(B) if the Final Closing Working Capital is more than

$100,000 greater than the Pre-Closing Working Capital, then Purchaser shall

transfer to the Escrow Agent that number of shares of Purchaser Common Stock

with a dollar value (valued at the Purchaser Average Stock Price) equal to the

amount of such difference. Such additional shares of Purchaser Common Stock

shall increase the Escrow Amount, shall be deemed to be a part of the Escrow

Fund and shall be held in escrow pursuant to the terms of the Escrow Agreement.

(iii) Notwithstanding anything to the contrary in Section

2.03(b)(ii), no adjustments to the Purchase Price shall be made unless the

difference between the Pre-Closing Working Capital and the Final Closing Working

Capital exceeds One Hundred Thousand Dollars ($100,000). In the event the

$100,000 threshold is exceeded, adjustments shall be made back to the first

dollar of difference between the Pre-Closing Working Capital and Final Closing

Working Capital.

(iv) Purchaser and Sellers acknowledge and agree that in

addition to adjustments to the Purchase Price that may be made pursuant to

Section 2.03(b)(ii), the Purchase Price may be adjusted in accordance with

Section 6.05. Any adjustment to the Purchase Price made pursuant to Section 6.05

shall be paid in cash.

Section 2.04 CLOSING. Unless this Agreement shall have been terminated

and the transactions contemplated herein shall have been abandoned in accordance

with Section 8.01, the closing of the purchase and sale of the Company Shares

shall take place effective as of midnight on May 6, 2005 or such other date as

the parties hereto agree (the "CLOSING"), but only after the satisfaction or

waiver of each of the conditions set forth in ARTICLE VII (the "CLOSING DATE").

The Closing shall take place at the Atlanta office of Powell Goldstein LLP,

Fourteenth Floor, 1201 West Peachtree St, NW, Atlanta, Georgia 30309-3488. At

the Closing:

(a) Sellers shall deliver to Purchaser and Purchaser shall deliver to

Sellers fully executed originals of the opinions, certificates, contracts,

documents and instruments required by ARTICLE VII.

(b) Sellers shall deliver to Purchaser the Certificates, duly endorsed

(or accompanied by duly executed stock powers).

(c) Purchaser shall deliver to each Seller his or her allocable share

of (i) Nineteen Million Thirty-Two Thousand Three Hundred Fifty Three Dollars

($19,032,353) in cash, and (ii) certificates registered, as applicable, in the

name of P. Ferguson or C. Ferguson representing a number of shares of Purchaser

Common Stock equal to each Seller's allocable portion of the Gross Shares.

Notwithstanding Section 2.04(c)(ii) above, with respect to the shares of

Purchaser Common Stock allocable to P. Ferguson and C. Ferguson at Closing (the

"ALLOCABLE STOCK"), such number of shares of Allocable Stock with a dollar value

at the Purchaser Average Stock Price equal to Three Million Dollars ($3,000,000)

(the "ESCROW SHARES") shall be registered in the name of P. Ferguson and C.

Ferguson, and Purchaser shall deliver to the Escrow Agent a certificate in the

name of P. Ferguson and C. Ferguson representing the Escrow Shares (the "ESCROW

AMOUNT") pursuant to ARTICLE IX, to be held by the Escrow Agent in accordance

with an escrow agreement to be entered into on the Closing Date by Purchaser, P.

Ferguson and C.

14

<PAGE>

Ferguson and the Escrow Agent in substantially the form of EXHIBIT B hereto (the

"ESCROW AGREEMENT").

If, between the date of this Agreement and the Closing Date, the outstanding

shares of Purchaser Common Stock shall be changed into a different number of

shares by reason of any reclassification, recapitalization, split-up,

combination or exchange of shares, or any dividend payable in stock or other

securities or cash shall be declared thereon with a record date within such

period, the number of shares of Purchaser Common Stock to be issued hereunder

and the number of shares of Purchaser Common Stock to be placed into escrow

shall be adjusted accordingly.

Section 2.05 FURTHER ASSURANCES; POST-CLOSING COOPERATION. At any time

or from time to time after the Closing, at Purchaser's request and without

further consideration, Sellers shall execute and deliver to Purchaser such other

instruments of sale, transfer, conveyance, assignment and confirmation, provide

such materials and information and take such other actions as Purchaser may

reasonably deem necessary or desirable in order more effectively to transfer,

convey and assign to Purchaser, and to confirm Purchaser's title to, the Company

Shares, and, to the full extent permitted by Law, to put Purchaser in actual

possession and operating control of the Company and to assist Purchaser in

exercising all rights with respect thereto.

Section 2.06 EXEMPTION FROM REGISTRATION. The shares of Purchaser

Common Stock to be issued in connection with the transactions contemplated by

this Agreement will be issued in a transaction exempt from registration under

the Securities Act by reason of Section 4(2) thereof and/or Regulation D and may

not be re-offered or resold other than in conformity with the registration

requirements of the Securities Act and such other Laws or pursuant to an

exemption therefrom. The certificates representing shares of Purchaser Common

Stock shall be legended to the effect described above and shall include such

additional legends as necessary to comply with applicable U.S. federal

securities Laws, Blue Sky Laws and other applicable restrictions.

Section 2.07 STOCK REGISTRATION RIGHTS.

-------------------------

The Company shall on or before August 15, 2005, file with the SEC a

Registration Statement on Form S-3 covering the resale of all of the shares of

common stock of the Company issued to Selling Shareholders on the Closing Date

(the "REGISTRABLE SECURITIES"). To evidence the Company's obligations under this

Section 2.07, the Company shall execute and deliver to Selling Shareholders a

Registration Rights Agreement substantially in the form of EXHIBIT C hereto (the

"REGISTRATION RIGHTS AGREEMENT").

Section 2.08 SUPPLEMENT TO DISCLOSURE SCHEDULE. The parties acknowledge

that this Agreement has been executed prior to (i) Sellers providing the final

and complete schedules for Sections 3.24(a)(i) and (ii), 3.25 and 3.27 that

include certain information that Sellers withheld pending execution of this

Agreement, and (ii) Purchaser completing its due diligence of the Company with

respect to such withheld information. Accordingly, Sellers shall, no later than

at signing of this Agreement, deliver to Purchaser the aforementioned final and

complete schedules containing all information required to be provided pursuant

to ARTICLE III of this

15

<PAGE>

Agreement with respect thereto (the "SUPPLEMENT"). Purchaser shall have ten (10)

days to review and audit the Supplement. During this period of review and audit,

Purchaser shall have the right to terminate this Agreement pursuant to Section

8.01, without further liability on the part of Purchaser, except as otherwise

contemplated in Section 8.03. In the event Purchaser does not exercise this

right of termination, the Supplement, combined with the Sellers Disclosure

Schedule so delivered, together with any modifications and amendments to which

the parties shall agree in writing, shall constitute the Sellers Disclosure

Schedule for purposes of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND THE COMPANY

As inducements to Purchaser to enter into this Agreement and to

consummate the transactions contemplated herein, Sellers, jointly and severally,

and the Company represent and warrant to Purchaser that, subject to the

exceptions specifically disclosed in writing in a schedule delivered to

Purchaser prior to (or contemporaneously with) the signing of this Agreement

(the "SELLERS DISCLOSURE SCHEDULE"), the statements set forth in this ARTICLE

III are true and correct. The Sellers Disclosure Schedule shall be arranged in

sections and subsections corresponding to the numbered sections and lettered

subsections of this Agreement, and all exceptions shall reference a specific

representation set forth in this ARTICLE III and shall apply only to such

numbered section and lettered subsection unless expressly cross-referenced in

another numbered section and lettered subsection.

Section 3.01 ORGANIZATION, STANDING AND POWER.

--------------------------------

(a) The Company is a corporation duly organized, validly existing and

in good standing under the Laws of the state of its incorporation. The Company

has the corporate power and authority to own, use, license, lease and operate

its business and to carry on its business as it is now being conducted and as

currently proposed to be conducted and is duly qualified, licensed or admitted

to do business and is in good standing in each jurisdiction in which the

ownership, use, licensing, leasing or operation of its business, or the conduct

or nature of its business, makes such qualification, licensing or admission

necessary.

(b) The Company does not own any wholly or partially-owned

Subsidiaries.

Section 3.02 AUTHORITY. Sellers and Company have the requisite capacity

to enter into, execute and deliver this Agreement and the Ancillary Agreements

to which each is a party, to consummate the transactions contemplated hereby and

thereby, and to perform their respective obligations hereunder and thereunder.

The execution and delivery of this Agreement and the Ancillary Agreements to

which Sellers, the Company or any of their Affiliates are each a party, and the

consummation of the transactions contemplated hereby and thereby, have been duly

authorized by all necessary corporate, limited liability company, shareholder

and other action on the part of each Seller, the Company and, with respect to

the Real Estate Lease Documents, the Ferguson Family Investments, LLC. This

Agreement has been, and the Ancillary Agreements to which the Company or each

Seller is a party will be, duly executed and delivered by such parties. This

Agreement constitutes, and the Ancillary Agreements to which

16

<PAGE>

each Seller is a party, when executed and delivered as contemplated by this

Agreement, will constitute, assuming due authorization, execution and delivery

by each of the other parties hereto and thereto, legal, valid and binding

obligations of such parties, enforceable against such parties in accordance with

their respective terms.

Section 3.03 NO CONFLICTS. The execution and delivery by each Seller of

this Agreement and the Ancillary Agreements by each Seller to which it is a

party do not, and the consummation by each Seller of the transactions

contemplated hereby and thereby do not and will not:

(a) conflict with, or result in any violation or breach of, or default

under (with or without notice or lapse of time, or both) or give rise to a right

of termination, cancellation or acceleration of any obligation or loss of any

benefit under, (i) any provision of the Certificate of Incorporation, bylaws or

other charter or organizational documents of the Company, as presently in

effect, or (ii) any of the Real Property Leases, Business Contracts, Personal

Property Leases, or Business Licenses, or any other material mortgage,

indenture, lease, Contract, or other instrument, permit, concession, franchise,

or license applicable to the Company or any of the Assets and Properties

applicable to it;

(b) to the knowledge of the Company, conflict with or result in a

violation or breach of, or default under, any Law or Order applicable to

Sellers, the Company or any of the Assets and Properties of the Company;

(c) except as listed in SECTION 3.27 OF THE SELLERS DISCLOSURE SCHEDULE

(i) conflict with or result in a violation or breach of, (ii) constitute a

default (or an event that, with or without notice or lapse of time or both,

would constitute a default) under, (iii) require such Seller or the Company to

obtain any consent, approval or action of, make any filing with or give any

notice to any Person as a result or under the terms of, (iv) result in or give

to any Person any right of termination, cancellation, acceleration or

modification in or with respect to, (v) result in or give to any Person any

additional rights or entitlement to increased, additional, accelerated or

guaranteed payments or performance under, or (vi) result in the loss of any

material benefit under, any of the terms, conditions or provisions of any

Business Contract, Business License, Real Property Lease or Personal Property

Lease to which the Company is a party; or

(d) result in the creation or imposition of (or the obligation to

create or impose) any Encumbrance upon any of the Assets and Properties of the

Company.

Section 3.04 NO CONSENTS. No consent, approval, order or authorization

of, or registration, declaration or filing with, any Governmental Entity is

required by or with respect to each Seller, the Company or any of the Assets and

Properties applicable to the Company in connection with the execution and

delivery of this Agreement or the Ancillary Agreements or the consummation of

the transactions contemplated hereby or thereby, except for (i) such consents,

authorizations, filings, approvals and registrations which would not prevent or

alter or delay any of the transactions contemplated by this Agreement or any of

the Ancillary Agreements, (ii) such consents, approvals, orders, authorizations,

registrations, declarations and filings as may be required under applicable

state or federal securities Laws; and (iii) as set forth on SECTION 3.04 OF THE

SELLERS DISCLOSURE SCHEDULE, such consents, approvals, orders, authorizations,

registrations,

17

<PAGE>

declarations and filings as may be required under applicable Food and Drug

Administration, Drug Enforcement Administration, Medicare/Medicaid, CE Mark, ISO

Certification, Patent and Trademark Office and Environmental Law authorities.

Section 3.05 TITLE TO ASSETS AND PROPERTIES; ABSENCE OF ENCUMBRANCES.

-------------------------------------------------------

(a) The Company has good and valid title to all of the Assets and

Properties of the Company (excluding any assets that are subject to a lease)

free and clear of any Encumbrances except for Permitted Encumbrances. The Assets

and Properties of the Company are not subject to any preemptive right, right of

first refusal or other right or restriction, are in good operating condition and

repair, reasonable wear and tear excepted, are suitable and adequate for use in

the ordinary course of business.

(b) All of the Real Property Leases and Personal Property Leases are

valid, binding and enforceable on the Company in accordance with their terms,

and, to the knowledge of the Company, are enforceable against the other party or

parties thereto in accordance with their terms. The Company is not in default

under any such lease applicable to it and there has not occurred any event that,

either alone or with the giving of notice or lapse of time or both, would

constitute a default by the Company under such lease. To the knowledge of the

Company, there is no current default by any other party to any such lease and no

event has occurred that, either alone or with the giving of notice or lapse of

time or both, would constitute a default by such party under any such lease.

(c) The sale, transfer and assignment of the Assets and Properties of

the Company as contemplated by this Agreement will give Purchaser possession of,

and the right to use, all of the Assets and Properties used or useful in, or

necessary for, the conduct of the business of the Company as presently conducted

within the twelve (12) month period prior to the date hereof or as intended to

be conducted by P. Ferguson. After the Closing Date, Purchaser will be entitled

to the continued possession and use of the real property covered by the Real

Property Leases and the Tangible Personal Property covered by the Personal

Property Leases for the terms specified in such leases (except as otherwise

superseded by the Real Estate Lease Documents) and for the purposes consistent

with the past practices of the Company. Except for the Assets and Properties

concurrently owned by the Company, there are no other Assets or Properties that

are required by the Company or that will be required by Purchaser after the

Closing in order to conduct the business of the Company consistent in all

material respects with the manner in which the Company conducts its business on

and as of the date of this Agreement.

Section 3.06 FINANCIAL STATEMENTS AND SCHEDULES.

----------------------------------

As set forth in SECTION 3.06 OF THE SELLERS DISCLOSURE SCHEDULE, the

Company has delivered to Purchaser its unaudited income statements for the

twelve (12)-month period ended December 31, 2004, as well as an unaudited

balance sheet dated as of December 31, 2004 (collectively, the "UNAUDITED

FINANCIAL STATEMENTS"). The Unaudited Financial Statements delivered to

Purchaser with respect to the Company are correct and complete in all material

respects and were prepared in accordance with GAAP applied on a consistent basis

throughout the periods indicated and with each other. The Unaudited Financial

Statements present fairly and accurately the operating results of the Company

for the periods, indicated therein, subject to

18

<PAGE>

normal year-end audit adjustments, as reflected in the correspondence between

Lynn Rogers, Purchaser's Director of Treasury and Finance, and Bottaini,

Gallucci & O'Hanlon, P.C. set forth on SCHEDULE 3.06 OF SELLERS DISCLOSURE

SCHEDULE, which adjustments will not be material in amount. All Inventory has

been valued on the Company's balance sheet and on the Company's records and

books of account at the lower of cost (determined on a FIFO basis) or market

value on a consistent basis, subject to appropriate reserves to reflect

discontinued excess, obsolete, spoiled or damaged inventory at a net realizable

market value. Each item of the Company's inventory reflected on its balance

sheet is currently salable in the normal course of business at or above its net

carrying value on its balance sheet at such time. The Company maintains and,

through the Closing Date, will continue to maintain a system of internal

accounting controls that is reasonably and in good faith believed by Sellers to

be adequate for their intended purpose.

Section 3.07 PRE-CLOSING BALANCE SHEET. Since the Pre-Closing Balance

Sheet Date, the Company has conducted its business in the ordinary course

consistent with past practice and there has not occurred any change, event or

condition (whether or not covered by insurance) that has had, or would

reasonably be expected to have, a Material Adverse Effect on the Company or its

business. In addition, without limiting the generality of the foregoing, since

the Pre-Closing Balance Sheet Date:

(a) The Company has not entered into any strategic alliance, joint

development or joint marketing Contract relating to or involving the business of

the Company;

(b) There has not been any amendment or other modification (or

agreement to do so) or violation of the terms of, any of the Business Contracts,

Business Licenses or Personal Property Leases;

(c) The Company has not entered into any transaction with any

shareholder, officer, director, partner, member or employee engaged in the

conduct of the business of the Company;

(d) The Company is not a party to any Contract pursuant to which any

other Person is granted manufacturing, marketing, distribution, licensing or

similar rights of any type or scope with respect to any product of the business

of the Company;

(e) No Action or Proceeding has been commenced or, to the knowledge of

the Company, threatened by or against the Company relating to the business of

the Company or any of the Assets and Properties of the Company, and the Company

has not received any request for indemnification with respect to any product of

the Company or any Company Intellectual Property;

(f) There has not been any transfer, waiver or release (by way of a

License, assignment or otherwise) to or Encumbrance by any Person of rights to

any Company Intellectual Property;

(g) Neither the Company nor any Seller has made or agreed to make any

waiver of rights to, or license, lease or other disposition of, any of the

Assets and Properties of the Company (other than the sale and transfer of the

Assets and Properties of the Company to Purchaser contemplated by this

Agreement);

19

<PAGE>

(h) Neither the Company nor any Seller has made or agreed or determined

to make any write-off, write-down or revaluation of any of the Assets and

Properties of the Company or any change in any reserves or Liabilities

associated therewith;

(i) Neither the Company nor any Seller has granted any severance or

termination pay, and has not paid or agreed or made any commitment to pay any

discretionary or stay bonus, to any employee or independent contractor of or

consultant to the Company;

(j) Neither the Company nor any Seller has made, granted or approved

any (A) grant of options, restricted stock or phantom stock or any change in the

vesting schedule applicable thereto, or (B) increase in salary, rate of

commissions, rate of consulting fees, rate or amount of distribution to equity

holders or other compensation of any current employee, independent contractor or

consultant engaged in the conduct of the business of the Company, and neither

the Company nor any Seller has paid or approved the payment of any other

consideration of any nature whatsoever (other than salary, commissions or

consulting fees and customary benefits paid to any current or former employee or

independent contractor of or consultant to the business of the Company) to any

current or former employee or independent contractor of or consultant to the

business of the Company;

(k) Neither the Company nor any Seller has made or changed any election

in respect of any Tax, adopted or changed any accounting method in respect of

any Tax, entered into any Tax allocation agreement, Tax sharing agreement, Tax

indemnity agreement or closing agreement, settlement or compromise of any claim

or assessment in respect of any Tax, or consented to any extension or waiver of

the limitation period applicable to any claim or assessment in respect of any

Tax;

(l) Neither the Company nor any Seller has made any change in

accounting policies, principles, methods, practices or procedures (including for

bad debts, contingent liabilities or otherwise, respecting capitalization or

expense of research and development expenditures, depreciation or amortization

rates or timing of recognition of revenue and expense) used in connection with

the business of the Company;

(m) Each Seller and the Company has observed all Laws and Orders

applicable to the business of the Company;

(n) Each Seller and the Company has taken all action required to

procure, maintain, renew, extend or enforce the Company Intellectual Property

used or held for use in the business of the Company, including submission of

required documents or fees during the prosecution of patent, trademark,

copyright or other applications for the Company Intellectual Property rights;

(o) There has been no physical damage, destruction or other loss

(whether or not covered by insurance) affecting any Asset or Properties of the

Company;

(p) No default under or violation of any Contract of the Company has

occurred, and to the knowledge of the Company, no event has occurred which, with

notice or lapse of time or both, would constitute such a default or violation;

and

20

<PAGE>

(q) Neither the Company nor any Seller is obligated to any Person to

maintain, modify, improve or upgrade any of the Assets and Properties of the

Company.

Section 3.08 ABSENCE OF UNDISCLOSED LIABILITIES. The Company has no

liabilities or obligations of any nature (whether known or unknown and whether

absolute, accrued, contingent, or otherwise) except for liabilities or

obligations reflected or reserved against in the Unaudited Financial Statements

and current liabilities incurred in the ordinary course of business since the

respective dates thereof.

Section 3.09 LITIGATION; REGULATORY COMPLIANCE.

---------------------------------

(a) Except as described in SECTION 3.09(A) OF THE SELLERS DISCLOSURE

SCHEDULE, there is no private or governmental Action or Proceeding pending, or,

to the knowledge of the Company, threatened by or against the Company, in which

the Company is named as a party or is otherwise directly involved, relating to

the Assets and Properties of the Company or the operation of the business of the

Company, and no judgment, decree or Order applicable to the Company or any of

the Assets and Properties of the Company, that could reasonably be expected to

prevent, enjoin, alter or delay any of the transactions contemplated by this

Agreement or the Ancillary Agreements or to have a Material Adverse Effect on

the business of the Company.

(b) The Company does not currently, nor has it ever in the past,

participated in any Payment Programs.

(c) To the knowledge of the Company, neither the Company, nor any

director, officer, employee, or agent thereof, with respect to actions taken on

behalf of the Company, (A) has been assessed a civil money penalty under Section

1128A of the Social Security Act or any regulations promulgated thereunder, (B)

has been excluded from participation in any federal health care program or state

health care program (as such terms are defined by the Social Security Act), (C)

has been convicted of any criminal offense relating to the delivery of any item

or service under a federal health care program relating to the unlawful

manufacture, distribution, dispensing or administration of medical supplies,

products or devices, or (D) has been a party to or subject to any Action or

Proceeding concerning any of the matters described above in clauses (A) through

(C).

(d) The Company (A) is in compliance in all material respects with all

Laws relating to the operation of a Medical Supply and Product Business, (B) is

in compliance in all material respects with all Laws relating to the

manufacturing, labeling, packaging, marketing, advertising, use/distribution, or

sale of medical supplies, products and devices, and (C) is not subject to any

sanction, Order or other adverse action by any Governmental Entity for the

matters described above in clauses (A) and (B). The Company has responded to and

implemented all corrective measures in connection with any investigations

conducted by the Food and Drug Administration. The Company is not and has not

been in violation of any outstanding Order. Except in the ordinary course of

business, the Company is not required to make, and has no reasonable expectation

that Purchaser will be required to make, any expenditures to achieve or maintain

compliance with any Law.

21

<PAGE>

(e) Except as described in SECTION 3.09(E) OF THE SELLERS DISCLOSURE

SCHEDULE, there is no third-party litigation where either Seller or an employee

of the Company has been served a subpoena to testify.

Section 3.10 PRODUCT LIABILITY CLAIMS. Except as described in SECTION

3.10 OF THE SELLERS DISCLOSURE SCHEDULE, there: (a) have been no product or

service warranty claims made by customers of the Company which were not

reimbursed or assumed by the Company's suppliers; (b) have been no product

recalls by the Company; and (c) are no product and/or service warranties

outstanding or currently being offered by the Company to its customers (other

than those of third parties for which the Company has no obligation or

responsibility and Company's standard quality guarantee to replace any defective

product). Furthermore, the Company and any of its predecessors in interest has

not been subject to any product liability claim relating to any of the products

of the Company or operation of the business of the Company and, to the knowledge

of the Company, no such claim is threatened and no circumstance or condition

exists that would reasonably be expected to give rise to such a claim.

Section 3.11 RESTRICTIONS ON BUSINESS ACTIVITIES. There is no

agreement, judgment, injunction, Order or decree binding upon the Company or any

Seller which would reasonably be expected to apply to Purchaser after the

Closing and which has, or would reasonably be expected to have, the effect of

prohibiting or impairing any current business practice of the Company or the

conduct of the business of the Company as currently conducted by the Company.

Section 3.12 GOVERNMENTAL AUTHORIZATION. The Company has obtained each

Governmental Entity consent, license, permit, grant, and other authorization (i)

pursuant to which the Company currently operates, manufacturers, markets,

advertises, or distributes medical supplies and products or holds any interest

in any of the Assets and Properties of the Company or (ii) that is required for

the operation of the business of the Company or the holding of any such interest

((i) and (ii) herein collectively called the "COMPANY AUTHORIZATIONS"), and all

of the Company Authorizations are in full force and effect, except where the

failure to obtain or have any of the Company Authorizations would not reasonably

be expected to have a Material Adverse Effect on the business of the Company.

SECTION 3.12 OF THE SELLERS DISCLOSURE SCHEDULE sets forth all Company

Authorizations currently in force and except as set forth in SECTION 3.12 OF THE

SELLERS DISCLOSURE SCHEDULE, each of the Company Authorizations are assignable

or otherwise transferable to Purchaser in connection with the transactions

contemplated hereby, without the consent or approval of any Governmental Entity

or other third party.

Section 3.13 INTELLECTUAL PROPERTY.

---------------------

(a) To the knowledge of the Company, the Company owns all rights, title

and interest in and to, or is licensed or otherwise possesses a valid and

enforceable right to use, all the Company Intellectual Property. No Action or

Proceeding or claim to the contrary or any challenge by any other Person to the

rights, title or interests of the Company with respect to the foregoing is

pending or, to the knowledge of the Company, threatened. The Company has not

entered into any exclusive agreements related to the Company Intellectual

Property.

22

<PAGE>

(b) The Company owns all rights, title and interest in and to all of

the Company's Intellectual Property, free and clear of any Encumbrances.

(c) The Company Intellectual Property constitutes all the Intellectual

Property used or useful in, or necessary for, the conduct of the business of the

Company as it was conducted in the twelve (12) months preceding the date hereof,

as a going concern, as it currently is conducted, including the design,

development, distribution, marketing, manufacture, use, import, license,

obtaining regulatory approval for, and sale of the products, technology and

services of the Company (including products, technology, methods or services of

the Company currently under development).

(d) Except as listed in SECTION 3.13(D) OF THE SELLERS DISCLOSURE

SCHEDULE, no Action or Proceeding or claim relating to the Company Intellectual

Property, including (without limitation) any interference, reissue,

reexamination, protest, or opposition proceeding before an administrative agency

or office, is pending or, to the knowledge of the Company, threatened against

the Company or any of its officers, directors, customers, licensees, licensors

or Affiliates.

(e) To the knowledge of the Company, none of the Company's Intellectual

Property infringes or has been alleged to infringe any Intellectual Property,

proprietary or contractual right of any other Person or has been challenged or

threatened in any way.

(f) Each material license agreement relating to the business of the

Company is in effect, and the Company has not taken or failed to take any action

and, to the knowledge of the Company, no other event has