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                            M.H. MEYERSON & CO., INC.

                                  FOUNDED 1960
                  BROKERS 8( DEALERS IN SECURITIES UNDERWRITERS


                              NEWPORT OFFICE TOWER
       525 WASHINGTON BLVD. -  P.O. BOX 260 -  JERSEY CITY. NJ 07303-0260
     201-459-9500 -  800-888-8118 -  FAX 201-459-9510 -  www.mhmeyerson.com




December 11, 1996



Mr. L. Michael Cutrer, President
Chief Executive Officer
NORTH AMERICAN SCIENTIFIC, INC.
7435 Greenbush Avenue
North Hollywood, CA 91605

Dear Mr. Cutrer:

     THIS AGREEMENT (the "AGREEMENT") is made as of December 11, 1996 between
North American Scientific, Inc. ("NASI") and M.H. Meyerson & Co., Inc.
("MEYERSON").

     In consideration of the mutual covenants contained herein and intending to
be legally bound thereby, NASI and MEYERSON hereby agree as follows:

1.   MEYERSON will perform investment banking services for NASI on the terms set
     forth below for a period of five years from the date hereof. Such services
     will be performed on a best efforts basis and will include, without
     limitation, assistance to NASI in mergers, acquisitions, and internal
     capital structuring and the placement of new debt and equity issues of
     NASI, all with the objective of accomplishing NASI's business and financial
     goals. In each instance, MEYERSON shall endeavor, subject to market
     conditions, to assist NASI in identifying corporate candidates for mergers
     and acquisitions and sources of private and institutional funds; to provide
     planning, structuring, strategic and other advisory services to NASI; and
     to assist in negotiations on behalf of NASI. MEYERSON will have the option
     to perform all financings to be done by NASI for as long as this AGREEMENT
     is in effect. In each instance, MEYERSON will render such services as to
     which NASI and MEYERSON mutually agree and MEYERSON will exert its best
     efforts to accomplish the goals agreed to by MEYERSON and NASI.

2.   In connection with the performance of this AGREEMENT, MEYERSON and NASI
     shall comply with all applicable laws and regulations, including, without
     limitation, those of the National Association of Securities Dealers, Inc.
     and the Securities and Exchange Commission.

3.   In consideration of the services previously rendered and to be rendered by
     MEYERSON hereunder, MEYERSON is hereby granted Warrants to purchase, at a
     price of $1% per share, a total of 150,000 shares of Common Stock of NASI,
     with demand and piggy back
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     registration rights as set forth in paragraph 5 below. Such Warrants
     ("MEYERSON Warrants") may be exercised at any time from NASI to and
     including December 11, 2001. The MEYERSON Warrants shall vest and become
     irrevocable as follows: 50,000 Warrants upon the signing of this AGREEMENT;
     50,000 Warrants 180 days after the signing of this AGREEMENT, and an
     additional 50,000 Warrants 547 days after the signing of this AGREEMENT.
     Notwithstanding the foregoing, none of such Warrants shall be exercisable
     until NASI has received notification from the Vancouver Stock Exchange that
     the NASI Common Stock has been delisted from such Exchange. NASI will use
     its best efforts to effect the delisting as soon as possible.

4.   If NASI should, at any time, or from time to time hereafter, effect a stock
     split, a reverse stock split, or a recapitalization, the terms of the
     MEYERSON Warrants shall be proportionately adjusted to prevent the dilution
     or enlargement of the rights of the holders.

5.   During the period from December 11, 1997 to December 11, 2001, the holders
     of at least 51% of: (i) the MEYERSON Warrants not then exercised; and (ii)
     the shares previously issued upon exercise of any of the MEYERSON Warrants
     (hereinafter, collectively, the "MEYERSON EQUITY",) may demand, on one
     occasion only, that NASI, at NASI's expense, promptly file a Registration
     Statement under the Securities Act of 1933, as amended ("ACT"), to permit a
     public offering of the shares of Common Stock issued and then issuable
     pursuant to exercise of the MEYERSON Warrants (the "MEYERSON SHARES").
     Additionally, if NASI, during the period from December 11, 1996 to December
     11, 2001, files a Registration Statement (other than on Form S-8 or any
     other form which by its terms is not available for registration of the
     MEYERSON SHARES) covering the sale of any of NASI's common stock, then
     NASI, on each such occasion, at the request of the holders of at least 51%
     of the shares and warrants constituting the MEYERSON EQUITY, shall include
     in any such Registration Statement, at NASI's expense, the MEYERSON SHARES,
     provided that, if the sale of securities by NASI is being made through an
     underwriter and the underwriter objects to inclusion of the MEYERSON SHARES
     in the Registration Statement, the MEYERSON SHARES shall not be so included
     in the Registration Statement or in any registration statement filed within
     120 days after the effective date of the underwritten Registration
     Statement.

6.   This AGREEMENT constitutes the entire Warrant Agreement between the parties
     and when a copy hereof is presented to NASI's transfer agent, together with
     a certified check in the proper amount and a request that all or part of
     the MEYERSON Warrant be exercised, the certificates for the appropriate
     number of shares of Common Stock shall be promptly issued, bearing
     appropriate securities laws restrictive legends.

7.   Upon the execution of this AGREEMENT, NASI shall include in their next
     annual report and filings the highlights and terms of this investment
     banking AGREEMENT.

 8.  Upon the signing of this AGREEMENT, NASI shall pay MEYERSON $15,000.00 as a
     non-accountable and non-refundable expense allowance for due diligence and
     general compliance review. MEYERSON shall be entitled to additional
     compensation, as may


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     be negotiated between MEYERSON and NASI, arising out of any transactions
     that are proposed or executed by MEYERSON and consummated by NASI, or are
     executed by MEYERSON at NASI's request, during the term of this AGREEMENT
     to the extent that such compensation is normal and ordinary for such
     transactions. In addition, MEYERSON shall be reimbursed by NASI for any
     reasonable out-of-pocket expenses that MEYERSON may incur in connection
     with rendering any service to or on behalf of NASI that is approved, in
     writing, in advance by NASI's Chief Executive Officer.

9.   NASI agrees to indemnify and hold MEYERSON and its directors, officers and
     employees harmless from and against any and all losses, claims, damages,
     liabilities, costs or expenses arising out of any action or cause of action
     brought against MEYERSON in connection with its rendering services under
     this AGREEMENT except for any losses, claims, damages, liabilities, costs
     or expenses resulting from any violation by MEYERSON of applicable laws and
     regulations including, without limitation, those of the National
     Association of Securities Dealers, Inc. and the Securities and Exchange
     Commission or any state securities commission or from any act of MEYERSON
     involving gross negligence or willful misconduct and except that NASI shall
     not be liable for any amount paid in settlement of any claim that is
     settled without its prior written consent.

10.  MEYERSON agrees to indemnify and hold NASI and its directors, officers and
     employees harmless from and against any and all losses claims, damages,
     liabilities, costs or expenses resulting from any violation by MEYERSON of
     applicable laws and regulations including, without limitation, those of the
     National Association of Securities Dealers, Inc., the Securities and
     Exchange Commission any state securities commission or from any act of
     MEYERSON involving gross negligence or willful misconduct.

11.  Within 90 days of the date of this AGREEMENT, a representative of MEYERSON
     will visit the corporate headquarters of NASI. NASI will submit to MEYERSON
     a current business plan setting forth how NASI plans to proceed over the
     next two (2) years.

12.  Nothing contained in this AGREEMENT shall be construed to constitute
     MEYERSON as a partner, employee, or agent of NASI; nor shall either party
     have any authority to bind the other in any respect, it being intended that
     MEYERSON is, and shall remain an independent contractor.

13.  This AGREEMENT may not be assigned by either party hereto, shall be
     interpreted in accordance with the laws of the State of New Jersey, and
     shall be binding upon the successors of the parties. Either party may
     terminate this investment banking contract at any time, however, legally
     vested Warrants will remain with MEYERSON.

14.  If any paragraph, sentence, clause or phrase of this AGREEMENT is for any
     reason declared to be illegal, invalid, unconstitutional, void or
     unenforceable, all other paragraphs, sentences, clauses or phrases hereof
     not so held shall be and remain in full force and effect.


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15.  None of the terms of this AGREEMENT shall be deemed to be waived or
     modified except by an express agreement in writing signed by the party
     against whom enforcement of such waiver or modification is sought. The
     failure of either party at any time to require performance by the other
     party of any provision hereof shall, in no way, affect the full right to
     require such performance at any time thereafter. Nor shall the waiver by
     either party of a breach of any provision hereof be taken or held to be a
     waiver of any succeeding breach of such provision or as a waiver of the
     provision itself.

16.  Any dispute, claim or controversy arising out of or relating to this
     AGREEMENT, or the breach thereof, shall be settled by arbitration in Jersey
     City, New Jersey, in accordance with the Commercial Arbitration Rules of
     the American Arbitration Association. The parties hereto agree that they
     will abide by and perform any award rendered by the arbitrator(s) and that
     judgement upon any such award may be entered in any Court, state or
     federal, having jurisdiction over the party against whom the judgement is
     being entered. Any arbitration demand, summons, complaint, other process,
     notice of motion, or other application to an arbitration panel, Court or
     Judge, and any arbitration award or judgement may be served upon any party
     hereto by registered or certified mail, or by personal service, provided a
     reasonable time for appearance or answer is allowed.

17.  For purposes of compliance with laws pertaining to potential inside
     information being distributed unauthorized to anyone, all communications
     regarding NASI's confidential information should only be directed to Martin
     H. Meyerson, Chairman, Michael Silvestri, President, or Linda Antosiewicz,
     Senior Vice President, Compliance. If information is being faxed, our
     confidential compliance fax number is (201) 459-9534 for communication use.

    IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of
the day and year set forth above.


     M.H. MEYERSON & CO., INC.          NORTH AMERICAN SCIENTIFIC, INC.

BY:  /s/ Michael Silvestri         By:  /s/ L. Michael Cutrer
     -------------------------          -------------------------
     Michael Silvestri                  L. Michael Cutrer
     President                          President and
                                        Chief Executive Officer


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