Exhibit
      10.1

    


    NINTH
      AMENDMENT
      

    TO
      

    LOAN
      AND SECURITY AGREEMENT

    


    THIS
      NINTH AMENDMENT to
      Loan and Security Agreement
      (this “Amendment”)
      is entered into on May 28, 2008, by and between 

     

    SILICON
      VALLEY BANK (“Bank”)

     

    and
      the
      following (collectively, jointly and severally, the "Borrower") whose address
      is
      20200 Sunburst Street, Chatsworth, California 91311: 

     

    NORTH
      AMERICAN SCIENTIFIC,
      INC., a
      Delaware corporation (“NASI”); and

     

    NORTH
      AMERICAN SCIENTIFIC, INC., a California corporation (“NASI-CA”).

     

    Recitals

     

    A. Bank
      and
      Borrower have entered into that certain Loan and Security Agreement, with an
      Effective Date of October 5, 2005 (as the same has been, and may hereafter
      from
      time to time be amended, modified, supplemented or restated, the “Loan
      Agreement”). 

     

    B. Bank
      has
      extended credit to Borrower for the purposes permitted in the Loan Agreement.
      

     

    C. Borrower
      has requested that Bank amend the Loan Agreement, as herein set forth, and
      Bank
      has agreed to the same, but only to the extent, in accordance with the terms,
      subject to the conditions and in reliance upon the representations and
      warranties set forth herein.

     

    Agreement

     

    Now,
      Therefore,
      in
      consideration of the foregoing recitals and other good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, and
      intending to be legally bound, the parties hereto agree as follows:

     

    1. Definitions.
      Capitalized terms used but not defined in this Amendment shall have the meanings
      given to them in the Loan Agreement.

     

    2. Amendments
      to Loan Agreement. The
      Loan
      Agreement is hereby amended as follows, effective as of the date
      hereof:

     

    2.1 Amended
      and Restated Schedule 2.
      Schedule 2 to the Loan Agreement is amended and restated to read as set forth
      in
      the Amended and Restated Schedule 2 to Loan and Security Agreement, which is
      being signed by Borrower and Bank concurrently herewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2 Prepayment
      Fee.
      Section
      2.1.1(d) is hereby amended in its entirety to read as follows:

     

    (d) The
      Committed Revolving Line may be terminated prior to the Maturity Date by
      Borrower, effective three (3) Business Days after written notice of termination
      is given to Bank, in which event Borrower shall pay in full all Obligations
      arising in connection with the Committed Revolving Line on the effective date
      of
      termination. Notwithstanding any such termination, Bank’s lien and security
      interest in the Collateral and all of Bank’s rights and remedies under this
      Agreement shall continue until Borrower fully satisfies its Obligations
      (including, without limitation, those not pertaining to the Committed Revolving
      Line). If such termination is at Borrower’s election or at Bank’s election due
      to the occurrence and continuance of an Event of Default, Borrower shall pay
      to
      Bank, in addition to the payment of any other expenses or fees then-owing,
      a
      termination fee in an amount equal to 1.0% of the Revolving Line Credit Amount;
      provided that no termination fee shall be charged if the Committed Revolving
      Line is replaced with a new facility from another division of Silicon Valley
      Bank. 

     

    Furthermore,
      if the Growth Capital Loan is prepaid for any reason, the Borrower shall pay
      to
      Bank a prepayment fee with regard to the Growth Capital Loan in an amount equal
      to (i) three percent (3.00%) of the amount of the outstanding principal
      balance of the Growth Capital Loan prior to such prepayment, if prepayment
      occurs on or before May 28, 2009 (the first anniversary of the date of this
      Agreement); and (ii) two percent (2.00%) of the amount of the outstanding
      principal balance of the Growth Capital Loan prior to such prepayment, if
      prepayment occurs after May 28, 2009 but on or before May 28, 2010 (the second
      anniversary of the date of this Agreement). No termination fee shall be charged
      if either (i) the Capital Growth Loan is prepaid for any reason after May 28,
      2010 or (ii) the Growth Capital Loan is replaced with a new facility from
      another division of Silicon Valley Bank.

     

    2.3 Modified
      Definition of Committed Revolving Line. The
      definition of “Committed Revolving Line” set forth in Section 13.1 of the Loan
      Agreement is hereby amended to read as follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Committed
      Revolving Line"
      is the
      revolving credit facility hereunder relating to the making of Advances in an
      aggregate amount not to exceed Three Million Dollars ($3,000,000) on a joint
      basis for all Borrowers and otherwise subject to the terms and conditions
      hereof.

     

    2.4 Modified
      Definition of Quick Ratio Test.
      The
      definition of “Quick Ratio Test” set forth in Section 13.1 of the Loan Agreement
      that currently reads as follows: 

     

    “Quick
      Ratio Test”.
      As used
      herein, the “Quick Ratio Test” will be
      deemed
      to be met if Borrower’s Adjusted Quick Ratio at the end of August, 2006 and at
      the end of each subsequent month is at least 1.00 to 1.00. If at the end of
      any
      such subsequent month Borrower’s Adjusted Quick Ratio is not at least 1.00 to
      1.00, then Borrower shall not thereafter be deemed to meet the Quick Ratio
      Test,
      unless Borrower’s Adjusted Quick Ratio is at least 1.00 to 1.00 for a subsequent
      continuous period, continuous to the date of determination, and such continuous
      period is at least three calendar months. As used herein, “Adjusted Quick Ratio”
means the ratio of (i) Borrower’s unrestricted cash plus Borrower’s net Accounts
      to (ii) the total of Borrower’s current liabilities (including all of the
      Obligations to Bank).

     

    is
      hereby
      amended to read as follows:

     

    “Quick
      Ratio Test”.
      As used
      herein, the “Quick Ratio Test” will be deemed to be met if Borrower’s Quick
      Ratio at the end of May 2008 and at the end of each subsequent month is at
      least
      1.00 to 1.00. If at the end of any such subsequent month Borrower’s Quick Ratio
      is not at least 1.00 to 1.00, then Borrower shall not thereafter be deemed
      to
      meet the Quick Ratio Test, unless Borrower’s Quick Ratio is at least 1.00 to
      1.00 for a subsequent continuous period, continuous to the date of
      determination, and such continuous period is at least three calendar months.
      As
      used herein, “Quick Ratio” means the ratio of (i) Borrower’s unrestricted cash
      plus Borrower’s net Accounts to (ii) the total of Borrower’s current
      liabilities.

     

    2.5 Exhibit
      D. Exhibit
      D
      to the Loan Agreement, the form of Compliance Certificate, is hereby replaced
      by
      Exhibit D hereto.

     

    2.6 Exhibit
      E Continues Effective.
      As
      provided in the First Amendment, Exhibit E to the Loan Agreement (as modified
      by
      this Amendment below) continues to be effective and operative. 

     

    2.7 Modified
      Collection of Accounts.
      Section
      2 of Exhibit E to the Loan Agreement, which presently reads as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        (2)
          Collection
          of Accounts. Borrower shall direct all Account Debtors to make payment
          of all
          Accounts directly to a lockbox established with Bank (the ‘Lockbox’). Borrower
          shall hold all payments on, and proceeds of, Accounts and all other Collateral
          in trust for Bank, and Borrower shall immediately deposit all such payments
          and
          proceeds in the Lockbox. All sums received in the Lockbox shall be transferred
          by Bank to Borrower’s operating account at Bank, provided
          that
          if, at
          any time, the Quick Ratio Test is not met and the Reduced Borrowing Test
          is not
          met, then
          all sums
          received in the Lockbox shall be applied by Bank to the Obligations in
          such
          order as Bank shall determine, and any excess shall be transferred by Bank
          to
          Borrower’s operating account at Bank. Bank or its designee may, at any time,
          notify Account Debtors that the Accounts have been assigned to Bank. Nothing
          in
          this Exhibit limits the restrictions on Transfers of Collateral set forth
          elsewhere in this Agreement.

      

    

     

    is
      hereby
      amended to read as follows:

     

    (2) Collection
      of Accounts. Borrower shall direct all Account Debtors to make payment of all
      Accounts directly to a lockbox established with Bank (the ‘Lockbox’). Borrower
      shall hold all payments on, and proceeds of, Accounts and all other Collateral
      in trust for Bank, and Borrower shall immediately deposit all such payments
      and
      proceeds in the Lockbox. All sums received in the Lockbox shall be transferred
      by Bank to Borrower’s operating account at Bank, provided
      that
      if, at
      any time, the Borrowing Base is less than 2 times the outstanding principal
      balance of the Revolving Loans (including any cash management reserves),
then
      all sums
      received in the Lockbox shall be applied by Bank to the Obligations pertaining
      to the Revolving Loans in such order as Bank shall determine, and any excess
      shall be transferred by Bank to Borrower’s operating account at Bank. Bank or
      its designee may, at any time, notify Account Debtors that the Accounts have
      been assigned to Bank. Nothing in this Exhibit limits the restrictions on
      Transfers of Collateral set forth elsewhere in this Agreement.

     

    2.8 Modified
      10-Q Reporting. Paragraph
      7 of Section (7) of Exhibit E to the Loan Agreement is hereby amended in its
      entirety to read as follows:

     

    7. Within
      the earlier of (i) 45 days from the end of each fiscal quarter or (ii) 5 days
      following the filing with the Securities and Exchange Commission of Borrower’s
      Quarterly Report on form 10-Q, a copy of Borrower’s Form 10-Q.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.9 Modified
      10-K Reporting. Paragraph
      8 of Section (7) of Exhibit E to the Loan Agreement is hereby amended in its
      entirety to read as follows: 

     

    8. Within
      the earlier of (i) 90 days from the end of each fiscal year or (ii) 5 days
      following the filing with the Securities and Exchange Commission of Borrower’s
      Annual Report on form 10-K, a copy of Borrower’s Form 10-K (including Borrower’s
      audited annual financial statements).

     

    2.10 Warrant.
      Concurrently
      herewith, Borrower shall issue to Bank a five-year Warrant to Purchase Stock
      for
      the issuance of the number shares of Borrower’s common stock equal to the result
      of $150,000 divided by the Warrant Price (as set forth in the Warrant) and
      on
      such other terms and conditions as are acceptable to Bank in its good faith
      business judgment.

     

    3. Limitation
      of Amendments.

     

    3.1 The
      amendments set forth in Section 2, above, are effective for the purposes
      set forth herein and shall be limited precisely as written and shall not be
      deemed to (a) be a consent to any amendment, waiver or modification of any
      other term or condition of any Loan Document, or (b) otherwise prejudice
      any right or remedy which Bank may now have or may have in the future under
      or
      in connection with any Loan Document.

     

    3.2 This
      Amendment shall be construed in connection with and as part of the Loan
      Documents and all terms, conditions, representations, warranties, covenants
      and
      agreements set forth in the Loan Documents, except as herein amended, are hereby
      ratified and confirmed and shall remain in full force and effect.

     

    4. Representations
      and Warranties.
      To
      induce Bank to enter into this Amendment, Borrower hereby represents and
      warrants to Bank as follows:

     

    4.1 Immediately
      after giving effect to this Amendment (a) the representations and
      warranties contained in the Loan Documents are true, accurate and complete
      in
      all material respects as of the date hereof (except to the extent such
      representations and warranties relate to an earlier date, in which case they
      are
      true and correct as of such date), and (b) no Event of Default has occurred
      and is continuing ;

     

    4.2 Borrower
      has the corporate power and authority to execute and deliver this Amendment
      and
      to perform its obligations under the Loan Agreement, as amended by this
      Amendment;

     

    4.3 The
      organizational documents of NASI-DE delivered to Bank on the Effective Date
      remain accurate and complete and have not been amended, supplemented or restated
      since the Effective Date (except pursuant to those certain Amendments to
      Certificate of Incorporation filed with the Delaware Secretary of State on
      April
      20, 2007, January 17, 2008 and April 30, 2008) and are, and continue to be,
      in
      full force and effect. The organizational documents of NASI-CA delivered to
      Bank
      on the Effective Date remain accurate and complete and have not been amended,
      supplemented or restated since the Effective Date and are, and continue to
      be,
      in full force and effect;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4 The
      execution and delivery by Borrower of this Amendment and the performance by
      Borrower of its obligations under the Loan Agreement, as amended by this
      Amendment, have been duly authorized; 

     

    4.5 The
      execution and delivery by Borrower of this Amendment and the performance by
      Borrower of its obligations under the Loan Agreement, as amended by this
      Amendment, do not and will not contravene (a) any law or regulation binding
      on or affecting Borrower, (b) any material agreement by which Borrower or
      its property is bound, (c) any order, judgment or decree of any court or
      other governmental or public body or authority, or subdivision thereof, binding
      on Borrower, or (d) the organizational documents of Borrower; 

     

    4.6 The
      execution and delivery by Borrower of this Amendment and the performance by
      Borrower of its obligations under the Loan Agreement, as amended by this
      Amendment, do not require any order, consent, approval, license, authorization
      or validation of, or filing, recording or registration with, or exemption by
      any
      governmental or public body or authority, or subdivision thereof, binding on
      either Borrower, except as already has been obtained or made; and

     

    4.7 This
      Amendment has been duly executed and delivered by Borrower and is the binding
      obligation of Borrower, enforceable against Borrower in accordance with its
      terms, except as such enforceability may be limited by bankruptcy, insolvency,
      reorganization, liquidation, moratorium or other similar laws of general
      application and equitable principles relating to or affecting creditors’
rights.

     

    5. Counterparts.
      This
      Amendment may be executed in any number of counterparts and all of such
      counterparts taken together shall be deemed to constitute one and the same
      instrument.

     

    6. Effectiveness.
      This
      Amendment shall be deemed effective upon (a) the due execution and delivery
      to
      Bank of this Amendment by each party hereto, (b) Borrower’s payment of the
      Facility Fees set forth in the Amended and Restated Schedule 2 to Loan and
      Security Agreement of even date herewith. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Amended
        and Restated Schedule 2

      to
        

      Loan
        and Security Agreement

      


      
        	
                Borrower:

              	
                North
                  American Scientific, Inc., a Delaware
                  Corporation

              
	 	
                North
                  American Scientific, Inc., a California
                  Corporation

              
	 	 
	Date:	
                May
                  28, 2008

              


      

       

      This
        Amended and Restated Schedule 2 amends and restates in its entirety the Amended
        and Restated Schedule 2 dated October 31, 2006 to the Loan and Security
        Agreement dated October
        5, 2005 (as
        amended, the “Loan Agreement”) between Silicon Valley Bank (“Bank”) and the
        above-borrowers (collectively, jointly and severally, the “Borrower”), and forms
        an integral part of the same. (Capitalized terms used herein, which are not
        defined, shall have the meanings set forth in the Loan Agreement.) 

      
        
          

        

      

       

      
        	1.	
                CREDIT
                  LIMIT 

              


      

      
        	
              	(Section 2.1.1):	
                An
                  amount not to exceed the sum of 1 and 2
                  below:

              


      

      


      
        	
              	1.	
                Revolving
                  Loans.
                  An amount (the “Revolving
                  Loans”)
                  not to exceed: 

              


      

      


      
        	
              	(a)	
                the
                  lesser of (1) $3,000,000
                  at
                  any one time outstanding (the “Revolving
                  Line Credit Amount”)
                  or (2) the sum of the following (the “Borrowing
                  Base”):

              


      

      


      
        	
              	(i)	
                up
                  to 80% (an “Advance Rate”) of the amount of NASI Eligible
                  Accounts, plus 

              


        	 	(ii)	
                up
                  to 80% (an “Advance Rate”) of the amount of NASI-CA
                  Eligible Accounts;

              


      

      minus


      
        	
              	(b)	
                the
                  sum of the following:

              


      

      
        	
              	(i)	
                the
                  amount of all outstanding Letters of Credit (including drawn but
                  unreimbursed Letters of Credit); plus

              


        	 	(ii)	
                the
                  FX Reserve; and plus

              


        	 	(iii) 	
                the
                  aggregate amount of Cash Management Services
                  utilizations.

              


      

      provided,
        however,
        that
        Bank shall have the right, in Bank’s discretion, to modify the above Advance
        Rates based upon the results of field audits conducted by Bank.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      plus

      
        	
              	2.	
                Growth
                  Capital Loan.
                  An amount equal to the unpaid principal balance from time to time
                  outstanding of the Loan (the “Growth
                  Capital Loan”)
                  in the original principal amount of up to $3,000,000
                  to
                  be disbursed as follows: (i) $1,500,000 disbursed concurrently
                  herewith
                  and (ii) up to $1,500,000 to be disbursed prior to September 30,
                  2008. The
                  Growth Capital Loan may be used for working capital purposes of
                  Borrower.
                  Once any portion of the Growth Capital Loan is repaid, it cannot
                  be
                  reborrowed.

              


      

      As
        used
        in this Agreement, “Loans”
        includes the Revolving Loans and the Growth Capital Loan. Loans will be made
        to
        each Borrower based on the Eligible Accounts of each Borrower, subject to
        the
        limitations set forth above for all Loans to all Borrowers
        combined.

      


      
        	
                Letter
                  of Credit
                  Sublimit

              	 	 	 	 
	
                (Section
                  2.1.2):

              	 	
                $

              	
                500,000.

              	 
	
                Foreign
                  Exchange Sublimit

              	 	 	 	 
	
                (Section
                  2.1.3):

              	 	
                $

              	
                500,000.

              	 
	
                Cash
                  Management Services
                  Sublimit:

              	 	 	 	 
	
                (Section
                  2.1.4):

              	 	
                $

              	
                500,000.

              	 


      

      
         

        
          

        

         

      

      
        	
                2.

              	
                INTEREST.

              


      

      Interest
        Rate 

      (Section
        2.3(a)): 

      A
        per
        annum rate equal to the Prime Rate in effect from time to time plus 0.50%
        per
        annum; provided
        that if the Quick Ratio Test is not met, the interest rate applicable to
        the
        Obligations shall be a per annum rate equal to the Prime Rate in effect from
        time to time, plus 1.50% per annum. Changes in the interest rate based on
        whether or not the Quick Ratio Test is met shall go into effect as of the
        first
        day of the month closest to the date Borrower’s financial statements, which show
        whether or not the Quick Ratio Test is met, are due, even if the delivery
        of the
        financial statements is delayed.

       

      Notwithstanding
        the foregoing, with respect to the Growth Capital Loan:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      A
        per
        annum rate equal to the greater of (i) the Prime Rate in effect from time
        to
        time plus 2.25% per annum or (ii) 7.50% per annum.

       

        
          

        

      

       

      
        	3.	
                FEES
                  (Section 2.4(a)): 

              


      

      


      
        	
              	Facility Fee:	
                With
                  respect to the Revolving Loans:

              


      

      
        	 	 	 


      

      
        	 	 	
                $15,000
                  payable on the date hereof. 

              


      

      
        	 	 	 


      

      
        	 	 	
                With
                  respect to the Growth Capital Loan:


              


      

      
        	 	 	 


      

      
        	 	 	
                $15,000
                  payable on the date hereof.

              


      

      
        	 	 	 


      

      
        	 	Collateral Handling
                Fee: 	
                None,
                  provided that if the Quick Ratio Test is not met, Borrower
                  shall pay Bank a collateral handling fee in an amount equal to
                  $1,000 per
                  month, payable in arrears on the first day of each month with respect
                  to
                  the prior month. Changes
                  in whether or not the collateral handling fee is charged, based
                  on whether
                  or not the Quick Ratio Test is met shall go into effect as of the
                  first
                  day of the month closest to the date Borrower’s financial statements,
                  which show whether or not the Quick Ratio Test is met, are due,
                  even if
                  the delivery of the financial statements is
                  delayed.

              


      

      
        	 	 	 


      

      
        	 	Unused Line
                Fee:	
                None,
                  provided that if the Quick Ratio Test is not met, Borrower shall
                  pay to
                  Bank an unused line fee equal to the rate of one-half of one percentage
                  point (0.50%) per annum multiplied by the amount by which the Revolving
                  Line Credit Amount exceeds the average daily principal balance
                  of the
                  outstanding aggregate amount of the sum, without duplication, of
                  Advances,
                  Letters of Credit, FX Reserve and Cash Management Services utilizations
                  during the immediately preceding calendar month (or part thereof),
                  which
                  fee shall be payable monthly in arrears on the first day of each
                  month.
                  Changes in whether or not the unused line fee is charged, based
                  on whether
                  or not the Quick Ratio Test is met shall go into effect as of the
                  first
                  day of the month closest to the date Borrower’s financial statements,
                  which show whether or not the Quick Ratio Test is met, are due,
                  even if
                  the delivery of the financial statements is
                  delayed.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	Termination
                Fee:	
                See
                  Section 2.1.1(d) of the Loan Agreement (as amended by that certain
                  Ninth
                  Amendment to Loan Documents). 

              


      

       

      None
        of
        the fees provided for in this Agreement are refundable.

       

      
        
          

        

      

      


      
        	4.	
                MATURITY
                  

              


      

      DATE 

      
        	
              	(Section 13.1):	
                May
                  28, 2010 [a date that is two years from the date of this
                  Agreement].

              


      

       

      Notwithstanding
        the foregoing, with respect to the Growth Capital Loan: The outstanding
        principal balance of the Growth Capital Loan shall be repaid by Borrower
        to
        Silicon in thirty-six (36) equal monthly payments of principal, commencing
        on
        October 1, 2008 and continuing on the first day of each subsequent month
        until
        the earlier of the following dates: (i) September 1, 2011, or (ii) the date
        the
        Growth Capital Loan has been indefeasibly paid in full, or (iii) the date
        this
        Agreement terminates by its terms or is terminated by either party in accordance
        with its terms. On the earlier to occur of the foregoing dates, the entire
        unpaid principal balance of the Growth Capital Loan, plus all accrued and
        unpaid
        interest thereon, shall be due and payable. Interest on the Growth Capital
        Loan
        shall be payable monthly (regardless of whether any principal payment is
        to be
        made in such month) as provided in Section 2.3 of this Agreement.

       

      
        
          

        

      

      


      
        	5.	
                FINANCIAL
                  COVENANTS 

              


      

      
        	 	    (Section
                6.7): 	
                Borrower
                  shall comply with the following financial covenant at all times
                  during the
                  term of this Agreement, measured at the end of each month, and,
                  Borrower
                  shall provide evidence of compliance therewith to Bank monthly
                  and
                  otherwise at the request of Bank from time to time. Notwithstanding
                  the
                  foregoing, the following financial covenant will not be applicable
                  in the
                  event Borrower terminates the Committed Revolving Line in accordance
                  with
                  Section 2.1.1(d) of the Loan Agreement. 

              


        	 	 	 


        	 	
                    Minimum
                  Tangible

                    Net
                  Worth: 

              	
                 

                Borrower
                  shall maintain a Tangible Net Worth of not less than $2,000,000 plus
                  (i) 50% of the Borrower’s net income in each fiscal quarter ending after
                  the date hereof plus (ii) 50% of all
                  consideration received after the date hereof for equity securities
                  and
                  subordinated debt of the Borrower.
                  Increases in the Minimum Tangible Net Worth Covenant based on net
                  income
                  shall be effective on the last day of the fiscal quarter in which
                  said net
                  income is realized, and shall continue effective thereafter. In
                  no event
                  shall the Minimum Tangible Net Worth Covenant be decreased. Increases
                  in the Minimum
                  Tangible Net Worth Covenant based on consideration received for
                  equity
                  securities and subordinated debt of the Borrower shall be effective
                  as of
                  the end of the month in which such consideration is received, and
                  shall
                  continue effective thereafter.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Tangible
        Net Worth” shall mean the excess of total assets less total liabilities,
        determined in accordance with GAAP, with the following adjustments:


      (A)
        there
        shall be excluded from assets: (i) notes, accounts receivable and other
        obligations owing to Borrower from its officers or other Affiliates, and
        (ii)
        all assets which would be classified as intangible assets under GAAP, including
        without limitation goodwill, licenses, patents, trademarks, trade names,
        copyrights, capitalized software and organizational costs, licenses and
        franchises, and (iii) minority investments in other Persons.

      (B)
        there
        shall be excluded from liabilities: all indebtedness which is subordinated
        to
        the Obligations under a subordination agreement in form specified by Bank
        or by
        language in the instrument evidencing the indebtedness which Bank agrees
        in
        writing is acceptable to Bank in its good faith business judgment.