Exhibit
      10.2    

    


    THIS
      WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH
      APPLICABLE LAW.

     

    WARRANT
      TO PURCHASE STOCK 

     

    
      	
              Corporation:

            	
              NORTH
                AMERICAN SCIENTIFIC, INC., a Delaware corporation

            
	
              Number
                of Shares:

            	
              $362,500/Warrant
                Price

            
	
              Class
                of Stock:

            	
              Common
                

            
	
              Initial
                Exercise Price:

            	
              See
                below

            
	
              Issue
                Date:

            	
              September
                21, 2007

            
	
              Expiration
                Date:

            	
              September
                21, 2014 

            


    

     

    THIS
      WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other
      good and valuable consideration, AGILITY CAPITAL, LLC or registered assignee
      (“Holder”) is entitled to purchase the number of fully paid and nonassessable
      shares (the “Shares”) of Common Stock of NORTH AMERICAN SCIENTIFIC, INC. (the
“Company”), in the number, at the price, and for the term specified above. The
      exercise price per share (the “Warrant Price”) is equal to the lowest of (i) the
      closing price of Company’s Common Stock the day before the Issue Date, as
      published in The
      Wall Street Journal
      on the
      Issue Date or (ii) the average closing price of the Company’s Common Stock for
      the 30 days before the Issue Date or (iii) the price at which Company next
      issues its Common Stock or other equity-linked securities, other than issuances
      of its Common Stock to officers and employees by the Company pursuant to its
      2006 Stock Plan, 2000 Employee Stock Purchase Plan and 2003 Non-Employee
      Directors’ Equity Compensation Plan and any other employee incentive plan
      approved by Company’s stockholders.

     

    If
      Company issues any equity securities (such issuance being the “Next Round”)
      within 90 days after the Issue Date, or such longer period, if any, that any
      amount is outstanding under the Loan Agreement of even date between Company
      and
      Holder, then at the option of Holder, (i) the Shares shall be of the class
      and
      series of securities issued in the Next Round, and (ii) the Warrant Price shall
      be the price paid by the purchasers in the Next Round. This Warrant and the
      Warrant Shares shall not be subject to any agreements entered into between
      the
      Company and any person or entity that has the effect of reducing the number
      of
      Shares that Holder may acquire hereunder, other than any such reduction in
      accordance with Article II hereof, without the written consent of the Holder,
      which will not be withheld unreasonably.

     

    ARTICLE
      1. EXERCISE

     

    1.1 Method
      of Exercise.
      Holder
      may exercise this Warrant by delivering this Warrant and a duly executed Notice
      of Exercise in substantially the form attached as Appendix 1 to the
      principal office of the Company. Unless Holder is exercising the conversion
      right set forth in Section 1.2, Holder shall also deliver to the Company a
      check for the aggregate Warrant Price for the Shares being
      purchased.

     

    1.2 Conversion
      Right.
      In lieu
      of exercising this Warrant as specified in Section 1.1, Holder may from
      time to time convert this Warrant, in whole or in part, into a number of Shares
      determined by dividing (a) the aggregate fair market value of the Shares or
      other securities otherwise issuable upon exercise of this Warrant minus the
      aggregate Warrant Price of such Shares by (b) the fair market value of one
      Share. The fair market value of the Shares shall be determined pursuant to
      Section 1.3.

     

    1.3 Fair
      Market Value.
      If the
      Shares are traded regularly in a public market, the fair market value of the
      Shares shall be the closing price of the Shares (or the closing price of the
      Company’s stock into which the Shares are convertible) reported for the business
      day immediately before Holder delivers its Notice of Exercise to the Company.
      If
      the Shares are not regularly traded in a public market, the Board of Directors
      of the Company shall determine fair market value in its reasonable good faith
      judgment. The foregoing notwithstanding, if Holder advises the Board of
      Directors in writing that Holder disagrees with such determination, then the
      Company and Holder shall promptly agree upon a reputable investment banking
      firm
      to undertake such valuation. If the valuation of such investment banking firm
      is
      greater than that determined by the Board of Directors, then all fees and
      expenses of such investment banking firm shall be paid by the Company. In all
      other circumstances, such fees and expenses shall be paid by
      Holder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    1.4 Delivery
      of Certificate and New Warrant.
      Promptly after Holder exercises or converts this Warrant, the Company shall
      deliver to Holder certificates for the Shares acquired and, if this Warrant
      has
      not been fully exercised or converted and has not expired, a new Warrant
      representing the Shares not so acquired.

     

    1.5 Replacement
      of Warrants.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft or
      destruction, on delivery of an indemnity agreement reasonably satisfactory
      in
      form and amount to the Company or, in the case of mutilation, or surrender
      and
      cancellation of this Warrant, the Company at its expense shall execute and
      deliver, in lieu of this Warrant, a new warrant of like tenor.

     

    ARTICLE
      2. ADJUSTMENTS
      TO THE SHARES.

     

    2.1 Stock
      Dividends, Splits, Etc.
      If the
      Company declares or pays a dividend on its common stock payable in common stock,
      or other securities, subdivides the outstanding common stock into a greater
      amount of common stock, then upon exercise of this Warrant, for each Share
      acquired, Holder shall receive, without cost to Holder, the total number and
      kind of securities to which Holder would have been entitled had Holder owned
      the
      Shares of record as of the date the dividend or subdivision
      occurred.

     

    2.2 Reclassification,
      Exchange or Substitution.
      Upon
      any reclassification, exchange, substitution, or other event that results in
      a
      change of the number and/or class of the securities issuable upon exercise
      or
      conversion of this Warrant, Holder shall be entitled to receive, upon exercise
      or conversion of this Warrant, the number and kind of securities and property
      that Holder would have received for the Shares if this Warrant had been
      exercised immediately before such reclassification, exchange, substitution,
      or
      other event. Such an event shall include any automatic conversion of the
      outstanding or issuable securities of the Company of the same class or series
      as
      the Shares to common stock pursuant to the terms of the Company’s Certificate of
      Incorporation upon the closing of a registered public offering of the Company’s
      common stock. Upon the closing of any sale, license, or other disposition of
      all
      or substantially all of the assets (including intellectual property) of the
      Company, or any reorganization, consolidation, or merger of the Company where
      the holders of the Company’s securities before the transaction beneficially own
      less than 50% of the outstanding voting securities of the surviving entity
      after
      the transaction, the successor entity shall assume the obligations of this
      Warrant, and this Warrant thereafter shall be exercisable for the same
      securities, cash, and property as would be payable for the Shares issuable
      upon
      exercise of the unexercised portion of this Warrant as if such Shares were
      outstanding on the record date for the Acquisition and subsequent closing.
      The
      Warrant Price shall be adjusted accordingly. The Company or its successor shall
      promptly issue to Holder a new Warrant for such new securities or other
      property. The new Warrant shall provide for adjustments which shall be as nearly
      equivalent as may be practicable to the adjustments provided for in this
      Article 2 including, without limitation, adjustments to the Warrant Price
      and to the number of securities or property issuable upon exercise of the new
      Warrant. The provisions of this Section 2.2 shall similarly apply to
      successive reclassifications, exchanges, substitutions, or other
      events.

     

    2.3 Adjustments
      for Combinations, Etc.
      If the
      outstanding Shares are combined or consolidated, by reclassification or
      otherwise, into a lesser number of shares, the Warrant Price shall be
      proportionately increased.

     

    2.4 Weighted
      Average Adjustment.
      If the
      Company issues additional common shares (including shares of common stock
      ultimately issuable upon conversion of a security convertible into common stock)
      after the date of the Warrant and the consideration per additional common share
      is less than the Warrant Price in effect immediately before such issue, after
      giving effect to any adjustment in the Warrant Price in accordance with the
      first two paragraphs of this Warrant, the Warrant Price shall be reduced,
      concurrently with such Issue, to a price determined by multiplying the Warrant
      Price by a fraction:

     

    (a) the
      numerator of which is the amount of common stock outstanding immediately before
      such Issue plus the amount of common stock that the aggregate consideration
      received by the Company for the additional common shares would purchase at
      the
      Warrant Price in effect immediately before such Issue, and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b) the
      denominator of which is the amount of common stock outstanding immediately
      before such issue plus the number of such additional common shares ;


     

    provided
      however that no adjustment in the Warrant Price shall be made with respect
      to
      issuances of its Common Stock to officers, directors and employees by the
      Company pursuant to its 2006 Stock Plan, 2000 Employee Stock Purchase Plan
      and
      2003 Non-Employee Director’s Equity Compensation Plan and any other employee
      incentive plan approved by the Company’s stockholders.

     

    Upon
      each
      adjustment of the Warrant Price, the number of Shares issuable upon exercise
      of
      the Warrant shall be increased to equal the quotient obtained by dividing
      (a) the product resulting from multiplying (i) the number of Shares
      issuable upon exercise of the Warrant and (ii) the Warrant Price, in each
      case as in effect immediately before such adjustment, by (b) the adjusted
      Warrant Price.

     

    2.5 No
      Impairment.
      The
      Company shall not, by amendment of its Certificate of Incorporation or through
      a
      reorganization, transfer of assets, consolidation, merger, dissolution, issue,
      or sale of securities or any other voluntary action, avoid or seek to avoid
      the
      observance or performance of any of the terms to be observed or performed under
      this Warrant by the Company, but shall at all times in good faith assist in
      carrying out all the provisions of this Article 2 and in taking all such
      action as may be necessary or appropriate to protect Holder’s rights under this
      Article against impairment. If the Company takes any action affecting the Shares
      or its common stock other than as described above that adversely affects
      Holder’s rights under this Warrant, the Warrant Price shall be adjusted downward
      and the number of Shares issuable upon exercise of this Warrant shall be
      adjusted upward in such a manner that the aggregate Warrant Price of this
      Warrant is unchanged.

     

    2.6 Certificate
      as to Adjustments.
      Upon
      each adjustment of the Warrant Price, the Company at its expense shall promptly
      compute such adjustment, and furnish Holder with a certificate of its Chief
      Financial Officer setting forth such adjustment and the facts upon which such
      adjustment is based. The Company shall, upon written request, furnish Holder
      a
      certificate setting forth the Warrant Price in effect upon the date thereof
      and
      the series of adjustments leading to such Warrant Price.

     

    ARTICLE
      3. REPRESENTATIONS
      AND COVENANTS OF THE COMPANY.

     

    3.1 Representations
      and Warranties.
      The
      Company hereby represents and warrants to the Holder as follows:

     

    (a) The
      initial Warrant Price referenced on the first page of this Warrant is not
      greater than the fair market value of the Shares as of the date of this
      Warrant.

     

    (b) All
      Shares that may be issued upon the exercise of the purchase right represented
      by
      this Warrant, shall, upon issuance, be duly authorized, validly issued, fully
      paid and nonassessable, and free of any liens and encumbrances except for
      restrictions on transfer provided for herein or under applicable federal and
      state securities laws.

     

    (c) The
      capitalization table attached hereto correctly sets forth the authorized, issued
      and outstanding shares of capital stock of the Company and all options to
      acquire any such shares.

     

    3.2 Notice
      of Certain Events.
      If the
      Company proposes at any time (a) to declare any dividend or distribution
      upon its common stock, whether in cash, property, stock, or other securities
      and
      whether or not a regular cash dividend; (b) to offer for subscription pro
      rata to the holders of any class or series of its stock any additional shares
      of
      stock of any class or series or other rights; (c) to effect any
      reclassification or recapitalization of common stock; (d) to merge or
      consolidate with or into any other corporation, or sell, lease, license, or
      convey all or substantially all of its assets, or to liquidate, dissolve or
      wind
      up; or (e) offer holders of registration rights the opportunity to
      participate in an underwritten public offering of the company’s securities for
      cash, then, in connection with each such event, the Company shall give Holder
      (1) at least 20 days prior written notice of the date on which a
      record will be taken for such dividend, distribution, or subscription rights
      (and specifying the date on which the holders of common stock will be entitled
      thereto) or for determining rights to vote, if any, in respect of the matters
      referred to in (a) and (b) above; (2) in the case of the matters referred
      to in (c) and (d) above at least 20 days prior written notice of the date
      when the same will take place (and specifying the date on which the holders
      of
      common stock will be entitled to exchange their common stock for securities
      or
      other property deliverable upon the occurrence of such event); and (3) in
      the case of the matter referred to in (e) above, the same notice as is given
      to
      the holders of such registration rights.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    3.3 Registration
      Rights.
      Within
      90 days of the Issue Date (the “Filing Date”), Company shall file a registration
      statement covering the resale of the Shares on a registration statement (the
      “Registration Statement”) with the Securities Exchange Commission (the “SEC”)
      and effect the registration, qualifications or compliances (including without
      limitation the execution of any required undertaking to file post-effective
      amendments, appropriate qualifications or exemptions under applicable blue
      sky
      or other state securities laws and appropriate compliance with applicable laws)
      as promptly as possible after the filing thereof, but in any case within 45
      days
      after the Filing. The Registration Statement will be on Form S-3, provided
      that
      if Form S-3 is not available for use by Company on the Filing Date, then the
      Registration Statement will be on such form as is then available. All expenses
      incurred in connection with any registration, qualification, exemption or
      compliance pursuant to this Section shall be borne by Company. From the Filing
      Date through the date that Holder sells or disposes of the Shares (the
“Registration Period”), Company shall cause the registration and any
      qualification, exemption or compliance under state and federal laws continuously
      effect with respect to Holder, and keep such Registration Statement free of
      any
      material misstatements or omissions. During the Registration Period, Company
      shall advise Holder (a) within 2 Business Days when the Registration Statement
      or any amendment thereto has been filed and when the Registration Statement
      or
      amendment has become effective, (b) within 2 Business Days of the issuance
      by
      the SEC of any stop order suspending the effectiveness of the Registration
      Statement, and (c) within 2 Business Days of the occurrence of any event that
      requires the making of any changes in the Registration Statement. Company shall
      at all times use its best efforts to cause its common stock to be listed on
      each
      securities exchange or market on which the stock is listed as of the Issue
      Date.
      The Shares, or the common stock into which the Shares are convertible, shall
      be
“Registrable Securities”, and Holder shall have the rights of a “Holder” under
      such investor rights agreement or registration rights agreement as the Company
      may enter into from time to time. If the Registration Statement (i) has not
      been
      filed with the SEC by the Filing Date, (ii) has not been declared effective
      by
      the SEC within 45 days thereafter, or (iii) after the Registration Statement
      is
      declared effective by the SEC, is suspended by Company or ceases to remain
      continuously effective as to all Shares for which it is required to be effective
      (a “Registration Default”), for any 30-day period (a “Penalty Period”) during
      which the Registration Default remains uncured, Holder may acquire an additional
      number of Shares equal to 50,000 shares for each Penalty Period. The Shares
      shall be Registrable Securities entitled to Piggyback Registration under the
      Registration Rights made available through the proposed upcoming PIPE
      transaction. If the Shares are not registered within 90 days, and that
      registration statement ceases to be effective at any time that Holder owns
      the
      Shares, then the Company shall take the actions set forth in this Section 3.3.
      

     

    3.4 Information
      Rights.
      So long
      as the Holder holds this Warrant and/or any of the Shares, the Company shall
      deliver to the Holder (a) within ninety (90) days after the end of each fiscal
      year of the Company, the annual audited financial statements of the Company
      certified by independent public accountants of recognized standing and
      (b) within forty-five (45) days after the end of each of the first three
      quarters of each fiscal year, the Company’s quarterly, unaudited financial
      statements.

     

    ARTICLE
      4. MISCELLANEOUS.

     

    4.1 Term.
      This
      Warrant is exercisable, in whole or in part, at any time and from time to time
      on or before the Expiration Date set forth above. 

     

    4.2 Legends.
      This
      Warrant and the Shares (and the securities issuable, directly or indirectly,
      upon conversion of the Shares, if any) shall be imprinted with a legend in
      substantially the following form:

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
      REGISTRATION THEREOF UNDER SUCH ACT OR IN ACCORDANCE WITH APPLICABLE
      LAW.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.3 Compliance
      with Securities Laws on Transfer.
      This
      Warrant and the Shares issuable upon exercise this Warrant (and the securities
      issuable, directly or indirectly, upon conversion of the Shares, if any) may
      not
      be transferred or assigned in whole or in part without compliance with
      applicable federal and state securities laws by the transferor and the
      transferee.

     

    4.4 Transfer
      Procedure.
      Subject
      to the provisions of Section 4.3, Holder may transfer all or part of this
      Warrant or the Shares issuable upon exercise of this Warrant (or the securities
      issuable, directly or indirectly, upon conversion of the Shares, if any) by
      giving the Company notice of the portion of the Warrant being transferred
      setting forth the name, address and taxpayer identification number of the
      transferee and surrendering this Warrant to the Company for reissuance to the
      transferee(s) (and Holder, if applicable), provided that no such notice shall
      be
      required for a transfer to an affiliate of Holder.

     

    4.5 Notices.
      All
      notices and other communications from the Company to the Holder, or vice versa,
      shall be deemed delivered and effective when given personally or mailed by
      first-class registered or certified mail, postage prepaid, at such address
      as
      may have been furnished to the Company or the Holder, as the case may be, in
      writing by the Company or such Holder from time to time.

     

    4.6 Waiver.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.

     

    4.7 Attorneys’
      Fees.
      In the
      event of any dispute between the parties concerning the terms and provisions
      of
      this Warrant, the party prevailing in such dispute shall be entitled to collect
      from the other party all costs incurred in such dispute, including reasonable
      attorneys’ fees.

     

    4.8 Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of California, without giving effect to its principles regarding conflicts
      of law.

     

    
      	 	 	
              NORTH
                AMERICAN SCIENTIFIC, INC. a Delaware Corporation

            
	 	 	 
	 	 	 
	 	 	
              By:
                /s/James
                W.
                Klingler                                                               

            
	 	 	 
	 	 	
              Name:
                James
                W.
                Klingler                                                               

            
	 	 	 
	 	 	
              Title:
                Sr.
                V.P. & Chief Financial
                Officer                                        

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    APPENDIX
      1

     

    NOTICE
      OF EXERCISE

     

    1. The
      undersigned hereby elects to purchase ______________ shares of the Common Stock
      of NORTH AMERICAN SCIENTIFIC, INC. pursuant
      to the terms of the attached Warrant, and tenders herewith payment of the
      purchase price of such shares in full.

     

    1. The
      undersigned hereby elects to convert the attached Warrant into Shares in the
      manner specified in the Warrant. This conversion is exercised with respect
      to
      ______________ of the Shares covered by the Warrant.

     

    [Strike
      paragraph that does not apply.]

     

    2. Please
      issue a certificate or certificates representing said shares in the name of
      the
      undersigned or in such other name as is specified below:

     

    Agility
      Capital, LLC

    ____________________

    ____________________

    Or
      Registered Assignee

     

    3. The
      undersigned represents it is acquiring the shares solely for its own account
      and
      not as a nominee for any other party and not with a view toward the resale
      or
      distribution thereof except in compliance with applicable securities
      laws.

     

    
      	
              AGILITY
                CAPITAL, LLC or Registered Assignee

            	 	 
	 	 	 
	 	 	 
	 
	 	 
	
              (Signature)

            	 	 
	 	 	 
	 	 	 
	 
	 	 
	
              (Date)

            	 	 


    

    


    
      
        
        

      

      
        6