**Exhibit10.23**

 

**AGREEMENTOF SETTLEMENT AND MUTUAL RELEASE**

 

This Agreement of Settlement and MutualRelease (“Agreement”) is made and entered into by and between Parker/HunterIncorporated (“Parker/Hunter”) and NOMOS Corp. (“NOMOS”).

 

**STATEMENTOF DISPUTE AND COURSE OF PROCEEDINGS**

 

On or about March 1, 2004, Parker/Hunterfiled a Complaint against NOMOS in the Court of Common Pleas of AlleghanyCounty, Pennsylvania at G.D. No. 03-23745 alleging the breach by NOMOS of anagreement dated June 2, 2000 (the “Action”).  An amended complaint was subsequentlyfiled.  NOMOS filed an answer denying allsubstantive allegations of liability.  InMay of 2004, NOMOS became a wholly owned subsidiary of North AmericanScientific, Inc.

 

All parties have now agreed that it would bein the best interest of all concerned to settle the Action in the manner andupon the terms hereinafter set forth in order to avoid the further expense,inconvenience and distraction of protracted litigation.

 

**TERMS ANDCONDITIONS**

 

1.                                       NOMOS will payto Parker/Hunter the amount of One million, one hundred thousand dollars($1,100,000), payment to be made by wire transfer to:

 

Mellon Bank

Pittsburgh, PA

ABA # 043000261

for the Account of Parker/Hunter Incorporated

Account # 1296325

For further credit to account #45601263-0000

Attention: Melissa A. Berger

 

Payment will be made concurrent with the signing of this Agreement byNOMOS Corp.

 

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2.                                       Parker/Hunterwill dismiss with prejudice the Action within two (2) business days of receiptof the payment in paragraph one above.

 

3.                                       Parker/Hunterfor itself and its past, present and future affiliates, parent corporations,subsidiary corporations, successor corporations, directors, officers, partners,employees, agents and assigns, hereby releases, quitclaims, acquits and foreverdischarges NOMOS, and its past, present and future affiliates, parentcorporations, subsidiary corporations, successor corporations, directors,officers, partners, employees, agents and assigns, from any and all claims,rights, obligations, demands, causes of action, losses, damages, bonds,executions and liabilities of any nature and description whether known orunknown, suspected or unsuspected, foreseen or unforeseen, actual or potential,and whether arising at law or equity under the common law, state law, federallaw or any other law, or otherwise, and whether for actual damages, exemplarydamages or interest, prejudgment or postjudgment, on such damages, which aroseprior to the date of the execution of this Agreement, including but not limitedto any claims that either were or could have been asserted in the Action.

 

4.                                       NOMOS, foritself and its past, present and future affiliates, parent corporations,subsidiary corporations, successor corporations, directors, officers, partners,employees, agents and assigns hereby releases, quitclaims, acquits and foreverdischarges Parker/Hunter, and its past, present and future affiliates, parentcorporations, subsidiary corporations, successor corporations, directors,officers, partners, employees, agents and assigns from any and all claims,rights, obligations, demands, causes of action, losses, damages, bonds,executions and liabilities of any nature and description whether known orunknown, suspected or unsuspected, foreseen or unforeseen, actual or potential,and whether arising at law or equity under the common law, state law, federallaw or any other law, or otherwise, and whether for actual damages, exemplary

 

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damages or interest, prejudgment or postjudgment, on such damages,which arose prior to the date of the execution of this Agreement, including butnot limited to any claims that either were or could have been asserted in theAction.

 

5.                                       It is understoodthat this Agreement is executed by the parties hereto for the sole purpose ofcompromising and settling the matters involved in this dispute.  It is expressly understood and agreed thatthe parties admit to no liability to each other of any kind, and that thisAgreement shall not constitute or be construed to be an admission on the partof any party to any degree of liability to any other party.

 

6.                                       The partiesrepresent that they have not heretofore assigned or transferred, or purportedto assign or transfer, to any person or entity, any of the claims stated in theAction or any of the claims released herein.

 

7.                                       The partieshereto agree to maintain the terms and conditions of this Agreement, as well asany and all discussions, communications and developments with respect to (i)Action generally and (ii) this Agreement in particular, as privileged andconfidential except insofar as disclosure may be required by law or isotherwise appropriate for financial or other reporting or accounting purposesor to enforce their rights hereunder.

 

8.                                       This Agreementshall be construed in accordance with the laws of the Commonwealth ofPennsylvania without regard to any conflict of law provisions.

 

9.                                       Each of theparties shall bear its own attorneys’ fees, experts’ fees, costs, and expensesrelated to the Action, including without limitation, all costs and attorneys’fees incurred in relation to this Agreement.

 

10.                                 All parties declarethat the terms of this Agreement have been completely read and are fullyunderstood and voluntarily accepted by them for the purpose of making a fulland

 

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finalcompromise, adjustment and settlement of any and all claims, disputed orotherwise, as set forth above.

 

11.                                 All parties acknowledge that this Agreementhas been reviewed by counsel and that all parties enter into this Agreementwillingly and having been fully advised by counsel.

 

12.                                 This Agreement is the complete agreementbetween the parties in the Action and there are no written or oralunderstandings or agreements directly or indirectly connected with thisAgreement that are not incorporated herein. This Agreement may not be changed orally.

 

13.                                 This Agreement may be executed in multipleoriginals and in counterparts.  Eachcounterpart when executed shall be deemed to be an original, and suchcounterparts collectively shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, with the intent to be legallybound hereby, we have executed this Agreement of Settlement and Mutual Releaseas of the dates indicated below.

 
|    | PARKER/HUNTER INCORPORATED |
|---------|----------------------------|
| [SEAL]  |                       |
|    |                       |
| Attest: | /s/ [ILLEGIBLE]            |   | By: | /s/  Boyd S. Murray |   |
|    |                       | Name: Boyd S. Murray |
|    |                       | Title: Executive Vice President |
|    |                       |   |
|    | Date:                      | 7-30-04 |   |
|    |                       |   |
|    |                       |   |
|    | NOMOS CORP.                |
|    |                       |   |
|    |                       |   |
| Attest: | /s/ Judith Hale            |   | By: | /s/  John W. Manzetti |   |
|    |                       | Name:  John W. Manzetti |
|    |                       | Title:    PRESIDENT |
|    |                       |   |
|    | Date:                      | 8-04-04 |   |

 

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