Exhibit 14  North American Scientific, Inc. Business Ethics Program  Introduction North American Scientific (sometimes referred to as the Company) and
its operating business units are dedicated to achieving our business
objectives.  At the same time, we are
equally dedicated to achieving those objectives in accordance with the high
ethical standards we have set in our Code of Ethics.  Often, good common sense is all we need to act in an ethical
manner.  However, in some situations,
more guidance may be needed.  That is
the purpose of our Guidelines of Business Conduct.  Our Code of Ethics are a reflection of our core values.  Our core values are:  Professionalism
and ethical behavior in all our actions  Pursue
innovation, creativity and discovery  Quality
in everything we do  Commitment
to unparalleled customer service, both internally and externally  Success
through teamwork  Corporate
growth that benefit our employees and shareholders  The nature and scope of North American
Scientifics operations place a significant trust in individual employees.  North American Scientific rewards the
contribution of its employees by providing challenging employment as well as
competitive compensation, benefits and retirement plans.  Employees over the years have understood and
met the high ethical standards demanded by North American Scientific.  With continued growth and the addition of
new operating units, however, it is appropriate to be more specific concerning
how the Companys ethical standards apply to certain business situations.  For this reason North American Scientific
has prepared the following Business Conduct Guidelines and Code of Ethics,
which apply to all units of the Company.  This booklet sets forth our Code of Ethics and our Guidelines for Business
Conduct.  It specifies the legally
correct and ethical conduct expected of employees in a variety of identified
business situations.  However, this booklet does not and cannot cover every situation in
which you will be faced with ethical questions.  Questions will arise concerning interpretation, intent, and
application.  All such questions should
be discussed with your supervisor, who will consult with an appropriate member
of management.  
   All employees must comply with all applicable
laws and regulations and must avoid situations that could result in the
appearance of wrongdoing or impropriety under these guidelines.  Any violation of these guidelines that you
become aware of must be reported immediately to any of the following:  The
Chief Executive Officer of North American Scientific The
President of Theseus Imaging Corp. The
Director of Human Resources /Legal Affairs of North American Scientific  If you prefer to make an anonymous report, you may submit a report, in
writing, to any of the three people listed above, whereupon your request will
be held in confidence.  As an employee of North American Scientific, you are expected to study
the Guidelines and Code of Ethics, and to pledge personal commitment and
compliance.  A response card is provided
for you to certify your compliance with the program.  All supervisory employees have a special obligation to maintain
exemplary business conduct as a model for their subordinates.  We are confident that North American Scientific people will appreciate
this expression of the ethical standards that are vital to the continued
success of the Company and its employees. 
All of us are on a team.  We must
be able to depend on our teammates to support these standards for the mutual
benefit of all of us.    L. Michael CutrerPresident & Chief Executive Officer  
   North American Scientific, Inc. Code of Ethics   North American Scientific is committed to the highest standards of
ethical business conduct.  These
standards reflect our core values.  We
believe that adherence to these standards ensures our long-term success, even
though they may cause us to forgo some perceived near-term business
opportunities.  We expect the business behavior of the Company and each of its
employees, directors and agents to conform to the following principles:  We
are committed to: Quality
products and services, delivered on time and at competitive prices Mutually
fair, responsible and beneficial arrangements with our suppliers Fairness,
respect, and opportunity for all employees Competitive
compensation and benefits Operating
for prudent long-term growth while sustaining historic or improved operating
ratios, sound and conservative financial policies and an attractive rate of
return for our shareholders Ensuring
that all company operations and products are safe and environmentally sound Communicating
with competitors only under appropriate circumstances and in strict accordance
with the law Existing
as a good corporate citizen in the communities in which we operate We
will only employ persons who: Are
qualified to fulfill their assigned responsibilities Make
a commitment to quality in their work Have
initiative and creativity Demonstrate
high standards and integrity Have
respect and concern for others Understand
the value of teamwork in achieving the Companys business objectives Handle
company assets prudently Are
honest, accurate, complete, and timely in all Company communications and
records.  Our Code of Ethics can also be expressed as commitments to the
following stakeholders in North American Scientific:  Our Customers Unless we consistently fulfill our customers needs, we cannot serve
any of our other stakeholders.  Thus, we
are committed to providing high quality products at competitive prices.  We constantly strive for technical
excellence through innovation, creativity and  
   discovery. We are forthright and honest in our communications and
transactions with customers.  Our Shareholders We are committed to providing a superior long-term return to our
shareholders.  We are also committed to
protecting and improving the value of their investment through the prudent
utilization of corporate resources and by observing the highest standards of
legal and ethical conduct in all of our business dealings.  Our Employees Our employees are North American Scientifics most important
resource.  As such, we are committed to
treating one another with respect and fairness.  We respect each others privacy and treat each other with dignity
and respect regardless of age, race, color, gender, religion, disability,
sexual orientation, or nationality.  We
will provide safe and healthy working conditions for every employee.  We strive to maintain an atmosphere of open
communication.  Our Suppliers We deal honestly and openly with our suppliers.  We encourage competition and, at the same
time, value our long-term relationships with suppliers.  Our Communities North American Scientific is a good corporate citizen and we encourage
and support all of our employees to be good citizens.  We respect the environment and natural resources.  By their very nature, these Code of Ethics are a brief list of
principles and values we believe are very important.  Additional topics and more detail are included in the Guidelines
of Business Conduct.  If more
clarification or guidance is needed, we urge employees to consult with
management or the other listed Company sources of assistance.  
   North American Scientific, Inc. Guidelines of Business Conduct   Business Conduct Guideline #1 Be Honest in All Business Dealings  The Company expects its employees to be honest in dealings with all of
its stakeholders, including: Fellow
employees The
Company Suppliers Customers All
members of the business community  At some time or another, you may have the opportunity to profit, at the
expense of the Company and fellow employees, by dishonesty.  Such behavior could take the form of: filing
a false expense statement; accepting
a bribe or kickback from a supplier; copying
computer software; lying
to a supervisor or customer concerning business facts, such as mischarging time
on a company time sheet; taking
company products, supplies, or money, etc.  The Company has taken precautions to reduce temptation and to encourage
honesty.  We would like to see each of
you enjoy a long-term, productive relationship with North American
Scientific.  We will not hesitate,
however, to discharge and prosecute anyone who knowingly violates the rule of
basic honesty, whether or not covered specifically by the Guidelines of
Business Conduct.  Expense reports must be completed accurately and on time.  Expenses must be properly documented and
only those that are reasonable and necessary to our business will be
reimbursed.  Personal expenses must not
be submitted to the Company for reimbursement. 
In addition, North American Scientific has published a Travel Policy
which can be obtained through the Companys Finance Department.  It is expected that all employees will
adhere to the guidelines set forth in the Travel Policy.  Business Conduct Guideline #2 Avoid Conflicts of Interest in any Form  A conflict of interest is a divided loyalty between the interests of
North American Scientific and the personal interest of the employee.  Employees must not allow personal
considerations or relationships, whether actual or potential, to influence them
in any way when representing the Company in dealings with other persons or
organizations.  All of us have the
obligation to avoid not only situations that give rise to a conflict of
interest, but also those situations that create the appearance of a conflict of
interest.  You  
   may encounter potential conflicts of interest in a variety of
situations.  Some of the most likely
areas are:  Relationships
with customers or suppliers, especially relating to entertainment situations or
gifts, Financial
or other dealings with outside organizations that do business with our Company, Outside
employment with any competitor, customer, or supplier of the Company, or any
other outside employment arrangements that could jeopardize our interests or
interfere with our productivity.  You should not give or receive gifts or similar business courtesies
without the approval of a director or above at North American Scientific.   There should never be a benefit given to a
customer with an explicit or implicit requirement to use or purchase a North
American Scientific product without the approval of the Legal Department or an
Officer of the Company.   If any
questions arise about gifts, tickets, or business-related gifts, please contact
the Legal Department.  You should reexamine your investments, relationships and activities
periodically to avoid becoming involved in a conflict of interest.  If you are in doubt concerning the propriety
of any activity, you are obliged to review the situation with your
supervisor.  The Company reserves the
right to determine whether certain activities constitute a conflict of
interest.  If, after such determination
and appropriate discussion, you persist in engaging in such activities,
discharge may result.  Business Conduct Guideline #3 Make Sure That All Entries in the Books and
Records of North American Scientific are Complete and Accurate  All entries made in North American Scientifics books, records and
accounts must properly and fairly reflect the actual transactions being
recorded, to the best knowledge, information, and belief of the employee(s)
making the entries.  Any person who
reports Company information (which likely comprises every employee of the
Company in one fashion or another) is required to report such information
completely, correctly, and honestly.  Our policy expressly forbids the improper handling of our funds and
assets.  All funds and assets of the
Company must be disclosed and recorded properly; no undisclosed or unrecorded
fund or asset of the Company is to be established for any purpose.  Business Conduct Guideline #4 Do Not Use Company Funds or Resources,
Directly or Indirectly, For Unauthorized Political or Charitable Purposes  In support of the democratic process, we encourage our employees to
actively participate personally in political activities which are kept separate
from their work.  If you are engaged in
a political activity of any kind, you must be careful not to use North  
   American Scientifics name or resources, and ensure that such
activities do not adversely affect any business relationships.  In addition, you should exercise discretion
in discussing political subjects with business contacts.  If you have any questions about your
participation in political activities, you are obliged to discuss the situation
with your supervisor.  Company funds or assets should not be used for making political
contributions or personal contributions to charity of any kind, whether in the
United States or in a foreign country. 
This prohibition covers not only direct contributions, but indirect
support of candidates or political parties, for example, the purchase of
tickets for special dinners or other fund-raising events, the loan of employees
to political parties or committees, the furnishing of transportation or
duplicating services, etc.  Company
political or charitable activity is limited to those matters which are: 1.Clearly lawful, 2.Closely related to
the interests of the Company, its employees, or its shareholders, AND 3.Performed with the
prior written approval of the President of North American Scientific.  Business Conduct Guideline #5 Do Not Use the Company Name, Assets or
Information for Personal Gain  North American Scientifics name, assets, and information belong to the
Company, and not to individual employees, regardless of their position in the
Company.  Employees may not use the Company name in connection with personal
activities, except as part of biographical summaries of work experience.  If you intend to participate in meetings or
publish materials where the Company name is coupled with the participants or
authors name, you must have advance written approval by the President of North
American Scientific.  In addition, any
approved speech, presentation material, paper, or article to be published must
be reviewed prior to publication by any of the following:  President of North American Scientific,
President of Theseus Imaging Corp., Director of Legal Affairs of North American
Scientific.  Employees should regard the protection of Company assets (both physical
and intangible) and services as a vital responsibility.  Company assets include Company manuals,
samples, forms, plans, customer lists and files, software, and all other
documents, writings, and copies used or relied upon in your employment.  These materials are proprietary and
confidential to North American Scientific. 
They must not be used for personal benefit or any other improper
purpose.  They must not be sold, lent,
given away, or otherwise disposed of, regardless of condition or value, except
with proper authorization.  They must be
returned upon request or upon termination of employment.  Personal use of Company telephones and
computers must be reasonable and may not interfere with the accomplishment of
ones assigned duties.  Company information is valuable both to the Company and to
outsiders.  Employees should follow the
only safe rule:  Give to outsiders only
information that is:  
   Clearly
immaterial Already
available to the public (via press releases, annual reports, quarterly reports,
filings with the SEC, etc.), Required
to properly perform the job, and Not
in response to a media inquiry.  All
media inquiries must be directed to an Officer of the Company.  North American Scientifics Information Technology Department has
established a prudent set of controls to prevent unauthorized distribution of
Company information.  Access to
classified or confidential information stored on the mainframe computer system
is controlled by a combination of passwords, physical access controls, and
other security procedures.  Similar
security and control measures have been established for individual computers
within and outside the Company.  For further
information about these procedures, you should consult with North American
Scientifics Director of Information Technology.  A specific area of concern relates to
non-public information about the Company, positive or negative, that could have
a material effect on the market price of the Companys securities.  Please ensure that you have read and
understood the Companys most recent policy on insider trading, entitled Insider Trading Policies and Related Conduct.  If you have any questions, or if you have
not received the document and returned the acknowledgment, please contact North
American Scientifics Director of Legal Affairs.  Business Conduct Guideline #6 Refrain From the Promotion, Use, or Selling
of Illegal Drugs  Improper use of narcotics and other controlled substances has become a
significant problem to businesses, employees and society in general.  Their sale, use and abuse, when connected to
the conduct of business and the work environment, can threaten the safety,
morale and public image of both the Company and its employees.  Because of our strong concern in this area,
we have established the following policy regarding illegal drugs:  1.No person will be
hired who is known to be a promoter, user or seller of illegal drugs. 2.Possession or use
of illegal drugs on Company premises or during working hours, including break
or meal periods, or working under the influence of illegal drugs, is strictly
prohibited.  Violation of this policy
may result in immediate disciplinary action, up to and including discharge. 3.Employees who are
found to be sellers or involved in the sale, solicitation, or dealing of
illegal drugs will be subject to immediate discharge from the Company.  
   Business Conduct Guideline #7 Exercise Good Judgment in the Use of Alcohol  It is the Companys policy to discourage the use of alcoholic beverages
during business hours, including lunch. 
The possession or use of alcoholic beverages on Company premises, except
for authorized functions, is prohibited. 
Reporting to work or performing ones job assignments under the
influence of alcohol is a safety risk and will result in immediate disciplinary
action, up to and including discharge.  Business Conduct Guideline #8 Strictly Adhere to All Safety Procedures,
Rules and Regulations  North American Scientific considers employee
safety and health as one of its highest priorities.  The products made by North American Scientific and handled by
many of our employees require strict adherence to safety procedures, rules and
regulations.  Your safety and the safety
of each of your colleagues depend upon constant safety consciousness.  Employees must report any unsafe situation to one of the following
persons:  President of North American
Scientific, President of Theseus Imaging Corp., Radiation Safety Officer,
Alternate Radiation Safety Officer, Health Physicist, Director of Human
Resources.   In addition to complying
with federal and state safety and health laws and regulations, employees will
receive training on and should be familiar with the Companys safety and health
policies.  Business Conduct Guideline #9 Uphold Laws With Respect to Competitive
Practices  North American Scientific operates in highly competitive markets.  As a result, antitrust laws are an important
fact of everyday business life.  The
antitrust laws are complex and must be strictly followed.  Routine business decisions involving prices,
terms and conditions of sale, dealings with suppliers and customers, and many
other matters present sensitive situations under antitrust laws.  The penalties for violating antitrust laws
can be severe.  It is therefore
essential that every Company employee be aware of the antitrust laws and guard
against their violation.  North American Scientific employees should not:  Discuss
pricing or pricing practices with competitors; Divide
customers, markets, or territories with competitors; Agree
with anyone not to deal with another company; Force
a customer to buy one product in order to get another product; or Attempt
to control a customers resale price.  The purpose of these laws is to promote
vigorous, free, and open competition in the marketplace.  Competition helps ensure that the customer
will get the best product at  
   the lowest price.  If in doubt about whether a certain practice violates antitrust
laws, employees should consult the Legal Department.  
   North American Scientific Business Ethics Program   Implementation Employees are encouraged to seek advice about any issues raised by this
booklet or encountered in their work. 
Advice may be obtained from your supervisor or any other member of
management.  Your Human Resources,
Legal, Health Physics, Finance, and Information Technology Departments also can
provide specific advice.  Any employee who becomes aware of conduct inconsistent with this
booklet should report it immediately to appropriate management, as identified
herein.  Simply put, it is your duty to contact an appropriate member of
management if you become aware of a violation of our Code of Ethics.  Appropriate remedial action will be taken by
the Company, up to and including termination of employment for offending
parties.  In addition, intentional
violations may give rise to civil sanctions and criminal prosecution.  Attempts to use the Business Ethics Program to libel, slander, or
otherwise harm another individual through false accusations, malicious rumors,
or other irresponsible actions are prohibited.  Also prohibited is reprisal or the threat of reprisal against an
employee who, in good faith, raises a concern about the implementation or
enforcement of Company policy, including specifically the Guidelines of
Business Conduct.  Such reprisal not only violates explicit Company policy, but also
various federal and state laws and regulations.  Cooperation with Government Investigations  If North American Scientific becomes involved in a government
investigation regarding its operations, employees, customers, or suppliers, we
will fully cooperate.  North American
Scientific will not alter or destroy any Company documents in anticipation of
government investigation.  Furthermore,
North American Scientific will not lie or make any misleading statements to any
government investigator or attempt to cause any other person to provide any
false or misleading information.  
   NORTH
AMERICAN SCIENTIFIC CODE OF ETHICS Acceptance
Form   I confirm that I have read and understand North American Scientifics
Code of Ethics (the Code).  I certify
that I have received training on the Code.  I have received training on the Code and understand it forms part of
the terms and conditions of my employment.  I agree to act in accordance with the letter and spirit of the Code at
all times, and to seek guidance from management or the Legal Department if I
need help in applying the Code to a particular situation.  I understand the importance of reporting any potential violations of
the Code to my manager, the Chief Executive Officer, or the Legal Department,
and agree to do so.   SignedName (please print)TitleDate