TERMINATION AND CONSULTING AGREEMENT

        This Termination and Consulting Agreement (“ Agreement ”), dated as of July 9, 2007 (the “ Effective Date ”), is by and between HealthTronics, Inc., a Georgia corporation (“ HealthTronics ”), and Christopher B. Schneider (“ Schneider ”).

RECITALS

         WHEREAS , Schneider has served as President – Medical Products of HealthTronics pursuant to the terms of an Amended and Restated Executive Employment Agreement, effective as of January 1, 2007 (as amended, the “Employment Agreement ”);

         WHEREAS , on the date hereof, Schneider has resigned, effectively immediately, from all of his officer, director and employment positions with HealthTronics and its subsidiaries;

         WHEREAS , HealthTronics and Schneider agree that it is in their mutual interests that the Employment Agreement and their employment relationship be terminated upon the terms and conditions provided in this Agreement (the “ Termination ”); and

         WHEREAS , HealthTronics desires to engage the service of Schneider as a consultant and Schneider desires to accept such engagement upon the terms and conditions hereinafter set forth.

         NOW, THEREFORE , in consideration of the foregoing premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

         1.      Termination of Employment Agreement and Employment Relationship . HealthTronics and Schneider hereby terminate the Employment Agreement and agree that the other shall no longer be bound by, and is hereby released from, any and all of the terms, obligations and conditions contained in the Employment Agreement (except as provided in Section 5 hereof); provided, that Schneider shall be entitled to be paid, based on his current salary, his accrued and unpaid salary through the date hereof in accordance with HealthTronics’ regular payroll practices. Schneider hereby irrevocably resigns effective as of the date hereof, and HealthTronics hereby accepts such resignation, from any and all director, manager, employment and officer positions, relations, and responsibilities that Schneider may hold or claim to hold with HealthTronics and any of HealthTronics’ subsidiaries and/or affiliates (collectively, including HealthTronics, the “ Affiliated Entities ,” and individually, an “ Affiliated Entity ”). Schneider agrees that, except as set forth in the proviso in the first sentence of this Section 1 , Schneider irrevocably forfeits any rights to receive any future compensation for Schneider’s prior performance (including, without limitation, salary, incentive compensation and/or stock options) that Schneider may have been entitled to receive under the Employment Agreement.

         2.      Stock Options . HealthTronics and Schneider acknowledge and agree that (a) Schedule 1 hereto sets forth the outstanding stock options to acquire HealthTronics common stock owned by Schneider immediately following the execution of this Agreement (the “ Stock Options ”) and (b) other than the Stock Options, Schneider forfeits any rights to any other, and holds no, options, warrants, convertible securities, phantom or other rights to acquire HealthTronics common stock. HealthTronics and Schneider agree that the Stock Options shall continue in full force and effect under the terms of the stock option plan(s) and agreement(s) governing such Stock Options, including that any unvested Stock Options existing at the expiration of the Consulting Services Period (as defined below) would be cancelled at such time.

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         3.      Consulting Services . From the date hereof until December 31, 2007 (the “ Consulting Services Period ”), Schneider shall render consulting services (the “ Services ”) to the Affiliated Entities as may be requested by HealthTronics from time to time, including but not limited to assisting HealthTronics in evaluating strategic opportunities and operational performance. Schneider shall not incur any travel or other expenses in performing the Services unless approved in advance by the Chief Financial Officer of the Company. Schneider may engage in other services, employment or occupation during the term of this Agreement as long as such services, employment or occupation are not contrary to the provisions of this Agreement.

         4.      Payment/Benefits . In consideration for the provision of the Services by Schneider, HealthTronics agrees to pay Schneider $11,309.67 semimonthly, on the first and fifteenth day of each month, beginning on July 15, 2007, until the expiration of the Consulting Services Period. Notwithstanding anything in this Agreement to the contrary, HealthTronics shall have no obligation to make any payment under this Agreement if Schneider is in material breach of any material term of this Agreement.

        If Schneider dies during the Consulting Services Period, Schneider shall not be entitled to any payments under this Section 4 after the date of death.

         5.     Noncompetition and Nonsolicitation . Schneider agrees that Section 1.9 and Article IV of the Employment Agreement shall continue in full force and effect after the date of this Agreement according to the terms thereof. Schneider acknowledges and agrees that during his employment with HealthTronics he has received trade secret and other proprietary and confidential information of the Affiliated Entities. Schneider acknowledges and agrees (a) that the provisions in Article IV of the Employment Agreement (and related provisions, including but not limited to Section 5.6 thereof) are enforceable, and (b) not to contest the enforceability of such provisions.

         6.     Confidentiality of Information . Schneider has knowledge of trade secrets and other Confidential Information of the Affiliated Entities. In addition, HealthTronics agrees to disclose to Schneider from time to time trade secrets and other Confidential Information which may be necessary for Schneider to perform under this Agreement. Unless authorized by the Board of Directors of HealthTronics (the “ Board ”) in writing, Schneider will not directly or indirectly, acting alone or in conjunction with others, disclose to any person or entity any Confidential Information. “ Confidential Information ” shall include all confidential and proprietary information of the Affiliated Entities, including, without limitation, all trade, technical or technological secrets, any details of organization or business affairs, any names of past or present customers of any Affiliated Entities, any processes, services, compensation and other employment practices, research, pricing practices, price lists and procedures, purchasing, accounting, engineering, manufacturing, production, operations, organization, finances, marketing, customer lists, blueprints, product specifications, any other information, method, technique or system, or any other confidential or proprietary information relating to the business of any Affiliated Entity. Notwithstanding the foregoing, Confidential Information shall not be deemed to include any information which (a) is or becomes generally available to the public (except as a result of any misconduct by Schneider, including but not limited to Schneider’s breach of this Agreement or any other confidentiality obligation of Schneider’s) or (b) is or becomes lawfully available to Schneider on a non-confidential basis from a third party without, to Schneider’s knowledge, breach by that third party of any obligation of confidence concerning that Confidential Information. Nothing herein shall prevent disclosure of any Confidential Information if, upon the advice of counsel, Schneider is compelled to disclose such Confidential Information, provided that Schneider provides notice of any such compelled disclosure prior to disclosure by Schneider so that HealthTronics may seek a protective order or confidential treatment.

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         7.     Non-Disparagement . Schneider hereby covenants and agrees that Schneider shall, at all times hereafter, refrain from making or implying any derogatory or negative references, statements or allusions concerning any of the Affiliated Entities, their partners, owners, directors, managers, officers, agents and employees, or their respective businesses or business activities, except for statements made under