Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is entered into effective on April 1, 2002 by and between L. Michael Cutrer, an individual ("Executive), and North
American Scientific, Inc., a Delaware corporation (the "Company").

1.Employment by the Company and Term.



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2.Compensation and Benefits.



3.Bonuses.



4.Stock Options.The Company may grant Executive certain incentive and non-qualified stock options
("Options") in accordance with the Company's annual stock option grants.

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5.Reasonable Business Expenses and Support.Executive shall be reimbursed for documented and reasonable
business expenses in connection with the performance of his duties hereunder. Executive shall be furnished reasonable office space, assistance and facilities suitable to and appropriate for his
position and responsibilities.

6.Termination of Employment.The date on which Executive's employment by the Company ceases, under any of the
following circumstances, shall be defined herein as the "Termination Date."



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In
the event of a Control Termination, Executive will be entitled to a "Severance Payment" in the gross amount equal to the total of: (w) three (3) years' Base Salary;
(x) the highest Annual Bonus paid to Executive in the three years prior to such termination multiplied by three (3); (y) the Black/Scholes valuation of the options received by Executive
during the one year prior to such termination multiplied by three (3); and (z) an amount calculated by the Company's outside accountants in their reasonable discretion equal to any excise tax
which would be owed by Executive under Section 280G of the Internal Revenue Code with respect to the amounts to be paid pursuant to subsections (w), (x) and (y) of the Severance
Payment. The Severance Payment shall be paid, in the sole discretion of the Company, in a lump sum within 30 days of the date of the Control Termination or as salary continuation ratably over a
one year period. In addition, any unvested Options granted under Section 4 of this Agreement or that may hereafter be granted to Executive shall immediately vest as of the Termination Date.

The
term "Change of Control" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities and Exchange Act of 1934 (the "Act") or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission
pursuant to the Act which serve similar purposes; provided that, without limitation,



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7.Proprietary Information Obligations.

During
the term of employment under the Agreement, Executive will have access to and become acquainted with the Company's and the Company Affiliates' confidential and proprietary
information, including, but not limited to, information or plans regarding the Company's and Company Affiliates'

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customer relationships; personnel, sales, marketing, and financial operations and methods; trade secrets; business plans; research and development; formulas; devices; secret inventions; processes;
and other compilations of information, records, and specifications (collectively "Proprietary Information"). Executive shall not disclose any of the Company's or the Company's Affiliates' Proprietary
Information directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except as require in the course of his employment for the Company or as
authorized in
writing by the Company. All files, records, documents, computer-recorded information, drawings, specifications, equipment and similar items relating to the business of the Company or the Company's
Affiliates, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company or the Company's Affiliates, as the case may be, and shall not be
removed from the premises of the Company under any circumstances whatsoever without the prior written consent of the Company, except when (and only for the period) necessary to carry out Executive's
duties hereunder, and if removed shall be immediately returned to the Company upon any termination of his employment or at any other time that the Company may request; provided, however, that
Executive may retain copies of documents reasonably available to the Company's shareholders generally and any documents that were personally owned, which copies and the information contained therein
Executive agrees not to use for any business purpose. Notwithstanding the foregoing, Proprietary Information shall not include (i) information which is or becomes generally public knowledge
except through disclosure by the Executive in violation of this Agreement or the wrongful act of any third party, and (ii) information that may be required to be disclosed by applicable law.

8.Non-Solicitation.From the Execution Date of this Agreement through the date one year after the
Termination Date, Executive will not on his own behalf or on behalf of an other person or entity, without the express written consent of the Board, solicit or attempt to solicit, induce or encourage
any then current employee, customer, business relation, service provider or representative of the Company to terminate or modify his, her or its employment or business relationship with the Company.

9.Inventions.Executive will, during the period of his employment, disclose to the Company promptly and fully
all Inventions made or conceived by the Executive (either solely or jointly with others), including but not limited to Inventions which relate to the business of the Company or Company Affiliates or
the Company's or the Company Affiliates' actual or anticipate research or development, or result from work performed by him for the Company or the Company Affiliates. All Inventions and all records
related to Inventions, whether or not patentable, shall be and remain the sole and exclusive property of the Company. "Inventions" means all inventions, discoveries, processes, improvements, designs,
developments, and ideas, and all know-how related thereto. Executive hereby assigns and agrees to assign to the Company or its designee all of his rights to Inventions and any patents,
trademarks, or copyrights which may be issued with respect to Inventions. Executive further acknowledges that all work shall be work made for hire. During and after the term of this Agreement,
Executive agrees to assist the Company, without charge to the Company but at its request and expense, to obtain and retain rights in Inventions, and will execute all appropriate related documents at
the request of the Company or its designee.

Executive
understands that this Paragraph 9 shall not apply to any invention for which no equipment, supplies, facilities, trade secret, or other confidential information of the
Company or Company Affiliates was used and which was developed entirely on his own time, and does not relate to the business of the Company or Company Affiliates, its actual or anticipated research,
and does not result from any work performed by him for the Company or Company Affiliates.

10.Miscellaneous.



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or
to such address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.



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IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the date it is last executed below by either party.

|NORTH AMERICAN SCIENTIFIC, INC. |          |  |                  
|------------------------------- | -------- |  | -----------------
|By:                             | Chairman |  | L. MICHAEL CUTRER
|Date:                           |          |  | Date:            
|                                |          |  |                  

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