**Exhibit
        3.1**
 
 **AMENDED**
 **CERTIFICATE
        OF INCORPORATION**
 **OF**
 **NORTH
        AMERICAN SCIENTIFIC, INC.**
 
 **FIRST:**  The
        name
        of this corporation is North American Scientific, Inc. (the
“Corporation”).
 
 **SECOND:**  The
        address of the registered office of the Corporation in the State of Delaware
        is
        1209 Orange Street, City of Wilmington, County of New Castle. The name of
        its
        registered agent at that address is The Corporation Trust Company.
 
 **THIRD:**  The
        purpose of the Corporation is to engage in any lawful act or activity for
        which
        a corporation may now or hereafter be organized under the General Corporation
        Law of the State of Delaware as set forth in Title 8 to the Delaware Code
        (the
“DGCL”).
 
 **FOURTH:**  a)  The
        total
        number of shares of stock which the Corporation is authorized to issue is
        One
        Hundred Fifty-two Million (152,000,000) shares, One Hundred Fifty Million
        (150,000,000) of which shall be classified as Common Stock, par value $0.01
        per
        share (the “Common Stock”), and Two Million (2,000,000) of which shall be
        classified as Preferred Stock, par value $0.01 per share (the “Preferred
        Stock”).
 
 (b)  The
        holders of the issued and outstanding shares of Common Stock shall be entitled
        to one vote per share of Common Stock held by them on all matters voted upon
        by
        stockholders of the Corporation, including, but not limited to, the election
        of
        directors.
 
 (c)  The
        voting powers, designations, limitations, restrictions, relative rights and
        distinguishing designations in respect of the shares of Preferred Stock shall
        be
        as stated in the resolution or resolutions providing for issuance of such
        Preferred Stock adopted or to be adopted by the Board of Directors of the
        Corporation (the “Board of Directors”) pursuant to the authority hereby
        expressly vested in the Board of Directors by this Certificate of
        Incorporation.
 
 **FIFTH:**  The
        following provisions are inserted for the management of the business and
        for the
        conduct of the affairs of the Corporation, and for further definition,
        limitation and regulation of the powers of the Corporation and of its directors
        and stockholders.
 
 (a)  The
        number of directors of the Corporation shall be such as from time to time
        shall
        be fixed by, or in the manner provided in, the by-laws. Election of directors
        need not be by ballot unless the by-laws so provide.
 
 (b)  The
        Board
        of Directors shall have power without the assent or vote of stockholders
        to
        make, alter, amend, change, add to or repeal the by-laws of the Corporation;
        to
        fix and vary the amount to be reserved for any proper purpose; to authorize
        and
        cause to be executed mortgages and liens on all or any part of the property
        of
        the Corporation; to determine the use and disposition of any surplus or net
        profits; and to fix the times for the declaration and payment of
        dividends.
  
  (c)  The
        Board
        of Directors in its discretion may submit any contract or act for approval
        or
        ratification at any annual meeting of the stockholders or at any meeting
        of the
        stockholders called for the purpose of considering any such contract or act,
        and
        any contract or act that shall be approved or be ratified by the vote of
        the
        holders of a majority of the stock of the Corporation which is represented
        in
        person or by proxy at such meeting and entitled to vote thereat (provided
        that a
        lawful quorum of stockholders be there represented in person or by proxy)
        shall
        be as valid and binding upon the Corporation and upon all the stockholders
        as
        though it had been approved or ratified by every stockholder of the Corporation,
        whether or not the contract or act would otherwise be open to legal attack
        because of directors’ interest, or for any other reason.
 
 (d)  In
        addition to the powers and authorities hereinbefore or by statute expressly
        conferred upon them, the directors are hereby empowered to exercise all such
        powers and do all such acts and things as may be exercised or done by the
        Corporation; subject, nevertheless, to the provisions of the statutes of
        Delaware, to the provisions of this Certificate, and to the provisions of
        any
        by-laws from time to time made by the stockholders or by the Board of Directors;
        provided, however, that no by-laws so made shall invalidate any prior act
        of the
        directors which would have been valid if such by-law had not been
        made.
 
 **SIXTH:**  The
        Corporation shall indemnify, in accordance with and to the full extent now
        or
        hereafter permitted by law, any person who was or is a party or is threatened
        to
        be made a party to any threatened, pending or completed action, suit or
        proceeding, whether civil, criminal, administrative or investigative (including,
        without limitation, an action by or in the right of the Corporation), by
        reason
        of his acting as a director of the Corporation, and the Corporation, in the
        discretion of the Board of Directors, may so indemnify a person by reason
        of the
        fact that he is or was an officer, employee or agent of the Corporation or
        is or
        was serving at the request of the Corporation in any other capacity for or
        on
        behalf of the Corporation, against any liability or expense actually and
        reasonably incurred by such person in respect thereof; provided , however ,
        that
        the Corporation shall not be obligated to indemnify any such person:
        (i) with respect to proceedings, claims or actions initiated or brought
        voluntarily by such person and not by way of defense; or (ii) for any amounts
        paid in settlement of an action effected without the prior written consent
        of
        the Corporation to such settlement. Such indemnification is not exclusive
        of any
        other right of indemnification provided by law, agreement or
        otherwise.
 
 **SEVENTH:**  Whenever
        a compromise or arrangement is proposed between this Corporation and its
        creditors or any class of them and/or between this Corporation and its
        stockholders or any class of them, any court of equitable jurisdiction within
        the State of Delaware may, on the application in a summary way of this
        Corporation or of any creditor or stockholder thereof or on the application
        of
        any receiver or receivers appointed for this Corporation under the provisions
        of
        Section 291 of Title 8 of the Delaware Code or on the application of trustees
        in
        dissolution or of any receiver or receivers appointed for this Corporation
        under
        the provisions of Section 279 of Title 8 of the Delaware Code order a meeting
        of
        the creditors or class of creditors, and/or of the stockholders or class
        of
        stockholders of this Corporation, as the case may be, to be summoned in such
        manner as the said court directs. If a majority in number representing three
        fourths in value of the creditors or class of creditors, and/or of the
        stockholders or class of stockholders of this Corporation, as the case may
        be,
        agree to any compromise or arrangement and to any reorganization of this
        Corporation as consequence of such compromise or arrangement, the said
        compromise or arrangement and the said reorganization shall, if sanctioned
        by
        the court to which the said application has been made, be binding on all
        the
        creditors or class of creditors, and/or on all the stockholders or class
        of
        stockholders, of this Corporation as the case may be, and also on this
        Corporation.
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  **EIGHTH:**  No
        director of the Corporation shall be personally liable to the Corporation
        or its
        stockholders for monetary damages for breach of fiduciary duty as a director, provided , however ,
        that
        this provision shall not eliminate or limit the liability of a director:
        (i) for any breach of the director’s duty of loyalty to the Corporation or
        its stockholders; (ii) for acts or omissions not in good faith or which
        involve intentional misconduct or a knowing violation of the law; (iii) under
        Section 174 of the DGCL or (iv) for any transaction from which the director
        derived an improper personal benefit.
 
 **NINTH:**  The
        Corporation reserves the right to amend, alter, change or repeal any provision
        contained in this Certificate of Incorporation in the manner now or hereafter
        prescribed by law, and all rights and powers conferred herein on stockholders,
        directors and officers are subject to this reserved power.
 
 **TENTH:**  The
        name
        and mailing address for the Incorporator of the Corporation is as follows:
        L.
        Michael Cutrer, North American Scientific, Inc., 7435 Greenbush Avenue, North
        Hollywood, CA 91605.
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