Exhibit 10.11

2,500,000 Shares    NORTH AMERICAN SCIENTIFIC, INC.    Common Stock    UNDERWRITING AGREEMENT

December 13,
2000

|CIBC WORLD MARKETS CORP.
UBS WARBURG LLC
LEERINK SWANN & COMPANY                
|--------------------------------------------------------------------------------
|                                                                                
|c/o CIBC World Markets Corp.
One World Financial Center
New York, New York 10281

Ladies and Gentlemen:

North
American Scientific, Inc., a Delaware corporation (the "Company") and the Selling Stockholders listed on Schedule II attached hereto (the "Selling Stockholders"),
propose, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I attached hereto (the "Underwriters"), for whom you are acting as
Representatives (the "Representatives"), an aggregate of 2,500,000 shares (the "Firm Shares") of the Company's Common Stock, $0.01 par value (the "Common Stock"). Of the 2,500,000 Firm Shares,
2,320,000 shares are to be issued and sold by the Company and 180,000 shares are to be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be purchased by each of the
several Underwriters are set forth opposite their names on Schedule I attached hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional
375,000 shares (the "Option Shares") of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the
Option Shares are together called the "Shares."

1.Sale and Purchase of the Shares.

On
the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:



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be
purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such
Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole
or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days
after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the
Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date
(as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

2.Delivery and Payment. Delivery by the Company and the Selling Stockholders of the Firm Shares to the Representatives for the respective
accounts of the Underwriters, and payment of the purchase price by wire transfer payable in New York Clearing House (same day) funds drawn to the order of the Company for the shares purchased from the
Company and to the Selling Stockholders for the shares purchased from the Selling Stockholders, against delivery of the respective certificates therefor to the Representatives, shall take place at the
offices of CIBC World Markets Corp., One World Financial Center, New York, New York 10281, at 10:00 a.m., New York City time, on the third business day following the date of this Agreement, or
at such time on such other date, not later than 10 business days after the date of this Agreement, as shall be agreed upon by the Company and the Representatives (such time and date of delivery and
payment are called the "Firm Shares Closing Date").

In
the event the option with respect to the Option Shares is exercised in whole or in part on one or more occasions, delivery by the Company of the Option Shares to the Representatives
for the respective accounts of the Underwriters and payment of the purchase price thereof in immediately available funds by wire transfer payable in New York Clearing House (same day) funds to the
Company
shall take place at the offices of CIBC World Markets Corp. specified above at the time and on the date (which may be the same date as, but in no event shall be earlier than, the Firm Shares Closing
Date) specified in the notice referred to in Section 1(b) (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and the Option
Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates."

Certificates
evidencing the Shares shall be registered in such names and shall be in such denominations as the Representatives shall request at least two full business days before the
Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section l(b) and shall be made available to the Representatives for
checking and packaging, at such place as is designated by the Representatives, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option
Shares).

3.Registration Statement and Prospectus; Public Offering. The Company has prepared and filed in conformity with the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a
Registration Statement (as hereinafter defined) on Form S-3 (No. 333-48192), including a preliminary prospectus relating to the Shares, and such amendments
thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus (as hereinafter
defined) have heretofore been delivered by the Company to you. The term "Preliminary Prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as
a part of the Registration Statement or filed with the Commission by the Company with the consent of

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the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits,
financial schedules and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise), as amended at the time and on the date it becomes effective (the
"Effective Date") including the information (if any) deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated
registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement shall
also be deemed to include such 462(b) Registration Statement. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of
effectiveness or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules.

The
Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after
the Effective Date and the date of this Agreement as the Representatives deem advisable. The Company and the Selling Stockholders hereby confirm that the Underwriters and dealers have been authorized
to distribute or cause to be distributed each Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments
or supplements thereto to the Underwriters).

4.Representations and Warranties of the Company. The Company hereby represents and warrants to each Underwriter as follows:



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5.Representations and Warranties of the Selling Stockholders. Each of the Selling Stockholders hereby represents and warrants to each
Underwriter as follows:



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6.Conditions of the Underwriters' Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The
respective obligations of the Underwriters to purchase the Shares are subject to each of the following terms and conditions:



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References
to the Registration Statement and the Prospectus in this paragraph (f) are to such documents as amended and supplemented at the date of the letter.



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To
the extent deemed advisable by such counsel, such counsel may rely as to matters of fact on certificates of responsible officers of the Company and public officials and on the
opinions of other counsel satisfactory to the Representatives as to matters which are governed by laws other than the
laws of the State of Illinois, the General Corporation Law of the State of Delaware and the Federal laws of the United States; provided that such counsel shall state that in their opinion the
Underwriters and they are justified in relying on such other opinions. Copies of such certificates and other opinions shall be furnished to the Representatives and counsel for the Underwriters.

In
addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Representatives and
representatives of the independent certified public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed
and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the
Prospectus (except as specified in the foregoing opinion), on the basis of the foregoing, no facts have come to the attention of such counsel which lead such counsel to believe that the Registration
Statement at the time it became effective (except with respect to the financial statements and notes and schedules thereto and other financial data, as to which such counsel need express no belief)
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus
as amended or supplemented (except with respect to the financial statements, notes and schedules thereto and other financial data, as to which such counsel need make no statement) on the date thereof
contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.



We
have acted as patent counsel to the Company and its Subsidiaries with respect to the patent matters reflected on Schedule A attached hereto (the "Relevant Patent Matters").

We
have read the Registration Statement and the Prospectus, including in particular the portions of the Registration Statement and the Prospectus under the captions "Risk Factors" and
"Business" (such portions being referred to herein, collectively, as the "Technology Portions").

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OPINIONS:

1.    The
statements in the Technology Portions are accurate and fairly present the matters of law and legal conclusions stated therein.

2.    Nothing
has come to our attention which has caused us to believe that the Technology Portions contain any untrue statement of a material fact with respect to the patent position of the
Company or its Subsidiaries, or omit to state any material fact relating to the patent position of the Company or its Subsidiaries.

3.    Nothing
has come to our attention which has caused us to believe that (a) any patent application referred to in the Relevant Patent Matters was not properly prepared and filed,
in accordance with all applicable legal and procedural requirements, or is not in good standing, (b) the issued patents (the "Issued Patents") referred to in the Relevant Patent Matters was not
properly obtained, in accordance with all applicable legal and procedural requirements, or is not in good standing, (c) that any invention described in any patent application or the issued
patent is not held by the Company or its Subsidiaries, as applicable, or (d) any relevant prior art has not been disclosed promptly to the appropriate governmental agency.

4.    To
our knowledge, the Company and its Subsidiaries have not received any notice asserting any ownership rights contrary to those of the Company or its Subsidiaries in any of the
Relevant Patent Matters.

5.    To
our knowledge, the Company and its Subsidiaries have not received any notice challenging the validity or enforceability of any Relevant Patent Matter.

6.    To
our knowledge, the Company and its Subsidiaries have not received any notice of infringement of, or conflict with, rights or claims of others with respect to any patent, trademark,
service mark, trade name, copyright or know-how.

7.    To
our knowledge, other than proceedings (except re-examination, reissue or interference proceedings) of the various patent and trademark offices, there are no legal or
governmental proceedings pending relating to any patent, patent application, trade secret, trademark, service mark or other proprietary information or materials of the Company or its Subsidiaries and,
to our knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.

In
addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company and its Subsidiaries, representatives of
the Representatives and representatives of the independent public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus as they related to the
matters set forth in the foregoing opinion were discussed. While such counsel has not undertaken to independently verify and does not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement and the Prospectus (except as specified in the foregoing opinion), on the basis of the foregoing, no facts have come to the attention
of such counsel with respect to the matters set forth in the foregoing opinion which lead such counsel to believe that the Registration Statement at the time it became effective (except with respect
to the financial statements and notes and schedules thereto and other financial data, as to which such counsel need express no belief) contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as amended or supplemented (except with respect to the financial
statements, notes and schedules thereto and other financial data, as to which such counsel need make no statement) on the date thereof and the date of such opinion contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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To
the extent deemed advisable by such counsel, they may rely as to matters of fact on certificates of the Selling Stockholders and on the opinions of other counsel satisfactory to the
Representatives as to matters which are governed by laws other than the laws of the State of the State of Delaware or the Federal laws of the United States; provided that such counsel shall state that
in their opinion the Underwriters and they are justified in relying on such other opinions. Copies of such certificates and other opinions shall be furnished to the Representatives and counsel for the
Underwriters.

In
addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Representatives and
representatives of the independent public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed. While such
counsel has not undertaken to independently verify and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the
Prospectus (except as specified in the foregoing opinion), on the basis of the foregoing, no facts have come to the attention of such counsel which lead such counsel to believe that the Registration
Statement at the time it became effective (except with respect to the financial statements, notes and schedules thereto and other financial data, as to which such counsel need express no belief)
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus
as amended or supplemented (except with respect to the financial statements, notes and schedules thereto and other financial data, as to which such counsel need make no statement) on the date thereof
and the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.



7.Covenants of the Company.



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8.Indemnification.



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9.Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in
Section 8(a) or 8(b) is due in accordance with its terms but for any reason is held to be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b),
then each indemnifying party shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution received by any person entitled hereunder to contribution from any
person who may be liable for contribution including, without limitation, persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company) to which the indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company, the Selling Stockholders and the Underwriters from the offering of the Shares or, if such allocation is not permitted by applicable law or
indemnification is not available as a result of the indemnifying party not having received notice as provided in Section 8 hereof, in such proportion as is appropriate to reflect not only the
relative benefits referred to above but also the relative fault of the Company, the Selling Stockholders and the Underwriters in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Stockholders and the Underwriters
shall be deemed to be in the same proportion as (x) the total proceeds from the offering (net of underwriting discounts but before deducting expenses) received by the Company or the Selling
Stockholders, as set forth in the table on the cover page of the Prospectus, bear to (y) the underwriting discounts received by the Underwriters, as set forth in the table on the cover page of
the Prospectus. The relative fault of the Company, the Selling Stockholders or the

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Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact related to information supplied by the Company, the Selling
Stockholders or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling
Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this
Section 9, (i) in no case shall any Underwriter (except as may be provided in the Agreement Among Underwriters) be liable or responsible for any amount in excess of the underwriting
discount applicable to the Shares purchased by such Underwriter hereunder; (ii) the Company shall be liable and responsible for any amount in excess of such underwriting discount; and
(iii) in no case shall any Selling Stockholder be liable and responsible for any amount in excess of the aggregate net proceeds of the sale of Shares received by such Selling Stockholder;
provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each person, if any, who controls an Underwriter within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Company within the meaning of the
Section 15 of the Securities Act or Section 20(a) of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall
have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) in the immediately preceding sentence of this Section 9. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party
or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not
relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this Section. No party shall be liable for
contribution with respect to any action, suit, proceeding or claim settled without its written consent. The Underwriter's obligations to contribute pursuant to this Section 9 are several in
proportion to their respective underwriting commitments and not joint.

10.Termination. This Agreement may be terminated with respect to the Shares to be purchased on a Closing Date by the Representatives by
notifying the Company and the Selling Stockholders at any time:



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If
this Agreement is terminated pursuant to any of its provisions, neither the Company nor the Selling Stockholders shall be under any liability to any Underwriter, and no Underwriter
shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representatives or the Underwriters because of any failure, refusal or inability on the part
of the Company or the Selling Stockholders to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Underwriters for all
out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the Shares or in
contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the Shares agreed to be purchased by it under this Agreement, without
some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, shall be relieved of liability to the Company, the Selling Stockholders or to the other
Underwriters for damages occasioned by its failure or refusal.

11.Substitution of Underwriters. If one or more of the Underwriters shall fail (other than for a reason sufficient to justify the
cancellation or termination of this Agreement under Section 10) to purchase on any Closing Date the Shares agreed to be purchased on such Closing Date by such Underwriter or Underwriters, the
Representatives may find one or more substitute underwriters to purchase such Shares or make such other arrangements as the Representatives may deem advisable or one or more of the remaining
Underwriters may agree to purchase such Shares in such proportions as may be approved by the Representatives, in each case upon the terms set forth in this Agreement. If no such arrangements have been
made by the close of business on the business day following such Closing Date,



In
any such case, either the Representatives or the Company shall have the right to postpone the applicable Closing Date for a period of not more than five business days in order that
necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus) may be effected by the Representatives and the Company. If the number
of Shares to be purchased on such Closing Date by such defaulting Underwriter or Underwriters shall exceed 10% of the Shares that all the Underwriters are obligated to purchase on such Closing Date,
and none of the nondefaulting Underwriters or the Company shall make arrangements pursuant to this Section within the period stated for the purchase of the Shares that the defaulting Underwriters
agreed to purchase, this Agreement shall terminate with respect to the Shares to be purchased on such Closing
Date without liability on the part of any nondefaulting Underwriter to the Company or the Selling Stockholders and without liability on the part of the Company, except in both cases as provided in

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Sections 7(b), 8, 9 and 10. The provisions of this Section shall not in any way affect the liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such
default. A substitute underwriter hereunder shall become an Underwriter for all purposes of this Agreement.

12.Miscellaneous. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers,
of the Selling Stockholders and of the Underwriters set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation made by or on behalf of any
Underwriter or the Company or the Selling Stockholders or any of the officers, directors or controlling persons referred to in Sections 8 and 9 hereof, and shall survive delivery of and payment for
the Shares. The provisions of Sections 7(b), 8, 9 and 10 shall survive the termination or cancellation of this Agreement.

This
Agreement has been and is made for the benefit of the Underwriters, the Company and the Selling Stockholders and their respective successors and assigns, and, to the extent
expressed herein, for the benefit of persons controlling any of the Underwriters, or the Company, and directors and officers of the Company, and their respective successors and assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of Shares from any Underwriter merely because of such
purchase.

All
notices and communications hereunder shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed in writing, (a) if to the
Representatives, c/o CIBC World Markets Corp., One World Financial Center, New York, New York 10281 Attention: Michael Fekete, with a copy to McDermott, Will & Emery, 2049 Century Park East,
Suite 3400, Los Angeles, California 90067, Attention: Mark J. Mihanovic, Esq., (b) if to the Company, to its agent for service as such agent's address appears on the cover page of the
Registration Statement with a copy to D'Ancona & Pflaum, 111 East Wacker Drive, Suite 2800, Chicago, Illinois 60601, Attention: Allan J. Reich, Esq., and (c) if to the Selling
Stockholders to                        ,
Attention:                                        
        , with a copy to                        ,
Attention:                        , Esq.

This
Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.

This
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.

SIGNATURES
ON NEXT PAGE

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Please confirm that the foregoing correctly sets forth the agreement among us.

| |  | Very truly yours,                
| |  | ---------------------------------
| |  | NORTH AMERICAN SCIENTIFIC, INC.  
| |  | By:                              
| |  |                                  
| |  |                                  
| |  |                                  
| |  | SELLING STOCKHOLDER              
| |  | Print Name of Selling Stockholder
| |  | By:                              
| |  |                                  
| |  |                                  
| |  |                                  
| |  |                                  
| |  |                                  
| |  |                                  
| |  | SELLING STOCKHOLDER              
| |  | Print Name of Selling Stockholder
| |  | By:                              
| |  |                                  
| |  |                                  
| |  |                                  
| |  |                                  
| |  |                                  
| |  |                                  
| |  | SELLING STOCKHOLDER              
| |  | Print Name of Selling Stockholder

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| |  | By:                               |  |        |  |                
| |  | --------------------------------- |  | ------ |  | ---------------
| |  |                                   |  |       
| |  |                                   |  | Name: 
| |  |                                   |  |        |  |                
| |  |                                   |  | Title:
| |  |                                   |  |        |  |                
| |  |                                   |  |        |  | (if applicable)
| |  | SELLING STOCKHOLDER              
| |  | Print Name of Selling Stockholder
| |  | By:                               |  |        |  |                
| |  |                                   |  |       
| |  |                                   |  | Name: 
| |  |                                   |  |        |  |                
| |  |                                   |  | Title:
| |  |                                   |  |        |  |                
| |  |                                   |  |        |  | (if applicable)

|Confirmed:                                                                                                                                                                                   |  |    
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|CIBC WORLD MARKETS CORP.
UBS WARBURG LLC
LEERINK SWANN & COMPANY
 Acting severally on behalf of itself
and as representative of the several
Underwriters named in Schedule I annexed
hereto. |  |    
|                                                                                                                                                                                             |  | By:
|                                                                                                                                                                                             |  |    
|                                                                                                                                                                                             |  |    
|                                                                                                                                                                                             |  |    
|                                                                                                                                                                                             |  |    

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SCHEDULE I

|Name                         |  | Number of
Firm Shares to
Be Purchased
From the Company
|---------------------------- |  | ------------------------------------------------------
|CIBC World Markets Corp.     |  | 1,112,500                                             
|UBS Warburg LLC              |  | 822,500                                               
|Leerink Swann & Company      |  | 235,000                                               
|Adams, Harkness & Hill, Inc. |  | 75,000                                                
|A.G. Edwards & Sons, Inc.    |  | 75,000                                                
|                             |  |                                                       
|TOTAL                        |  | 2,320,000                                             

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SCHEDULE II

|Selling Stockholder |  | Number of
Firm Shares to
Be Sold
By Each of the
Selling Stockholders
|------------------- |  | --------------------------------------------------------------------
|L. Michael Cutrer   |  | 60,000                                                              
|Alan I. Edrick      |  | 30,000                                                              
|Dr. Allen M. Green  |  | 30,000                                                              
|Irwin J. Gruverman  |  | 50,000                                                              
|Michael C. Lee      |  | 10,000                                                              
|                    |  |                                                                     
|Total               |  | 180,000                                                             

|Underwriters             |  | Number of
Firm Shares to
Be Purchased
From the
Selling Stockholders
|------------------------ |  | -------------------------------------------------------------------
|CIBC World Markets Corp. |  | 180,000                                                            
|                         |  |                                                                    
|Total                    |  | 180,000                                                            

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