**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-K/A**


**AMENDMENT
      NO. 1**





**x** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





**For
      the fiscal year ended October 31, 2006**


**Commission
      File Number 0-26670**


**NORTH
      AMERICAN SCIENTIFIC, INC.**


(Exact
      name of Registrant as specified in its charter)





**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **51-0366422**
              (I.R.S.
                Employer
              Identification
                No.)





**20200
      Sunburst Street, Chatsworth, CA 91311**


(Address
      of principal executive offices)





**(818) 734-8600**


(Registrant's
      telephone number, including area code)





Securities
      registered pursuant to Section 12(b) of the Act:




**Title
                of Each
                Class**
              **Common
                Stock, par value $0.01 per
                share**
            **Name
                of Each Exchange on Which Registered**
              **The
                NASDAQ Stock Market LLC**




Securities
      registered pursuant to Section 12(g) of the Act: **None**





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. o Yes x No


Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. o Yes x No


Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days. x Yes o No


Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the
      best of Registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K. o


Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer” and “large accelerated filer” in Rule 12b-2 of the Securities
      Exchange Act of 1934. o Large Accelerated Filer o Accelerated
      Filer x Non-Accelerated
      Filer


Indicate
      by check mark whether registrant is a shell company (as defined in Rule 12b-2
      of
      the Act. o Yes x No


The
      aggregate market value of voting stock held by non-affiliates of the Registrant
      was approximately $27.6 million (based upon the price at which the common stock
      was last sold, as of the last business day of the Registrant’s most recently
      completed second fiscal quarter).


As
      of
      February 16, 2007, approximately 29,366,216 shares of the Registrant's Common
      Stock, $.01 par value per share, were outstanding.









1








**NORTH
      AMERICAN SCIENTIFIC, INC.**





**Table
      of Contents**





**Form 10-K/A**





**Page****PART
                III**Item
                10.
            Directors
                and Executive Officers of the Company
            3Item
                11.
            Executive
                Compensation
            7Item
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            11Item
                13.
            Certain
                Relationships and Related Transactions
            13Item
                14.
            Principal
                Accountant Fees and Services
            14**PART
                IV**Item
                15.
            Exhibit
                Index
            15Signatures
            18





**Explanatory
      Note:**




North
      American Scientific, Inc. (the “Company”) is filing this Amendment No. 1 to its
      Annual Report on Form 10-K for the fiscal year ended October 31, 2006, as
      originally filed with the Securities and Exchange Commission on January 16,
      2007
      (the “Original Form 10-K”), to add information required in Part III of the
      Company’s Annual Report on the Original Form 10-K, and to report the change in
      the Company ’ s
      filing
      status under Rule 12b-2 from an accelerated filer to a non-accelerated filer.
      There are no changes to the Company’s financial statements as originally filed.
      There are also no changes to the disclosures in the Original Form 10-K, except
      that this Amendment No. 1 amends and restates, in their entirety, Items 10
      through 14 of Part III of the Original Form 10-K. This Amendment No. 1 continues
      to speak as of the date of the Original Form 10-K, and the Company has not
      updated the disclosure contained herein to reflect any events that occurred
      at a
      later date.




2





**PART III**




**Item
      10.****DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT**




**Name**
            
            
            
            **Position**
            
            **Age**Dr.
                Gary N. Wilner
            
            Chairman
                of the Board of Directors
            
            66L.
                Michael Cutrer
            
            President,
                Chief Executive Officer and Director
            
            50John
                A. Friede
            
            Director
            
            68Dr. Jonathan
                P. Gertler
            
            Director
            
            49Dr.
                Wilfred E. Jaeger
            
            Director
            
            50David
                N. King
            
            Vice
                President and General Counsel, Corporate Secretary
            
            39James
                W. Klingler
            
            Senior
                Vice-President & Chief Financial Officer
            
            59Michael
                C. Ryan
            
            Senior
                Vice-President & General Manager, NOMOS Division
            
            60John
                M. Sabin
            
            Director
            
            52Richard
                A. Sandberg
            
            Director
            
            63Nancy
                J. Wysenski
            
            Director
            
            49Roderick
                A.Young
            
            Director
            
            63




The
      terms
      of all directors will expire at the next annual meeting of the stockholders,
      or
      when their successors are elected and qualified. Directors are elected each
      year, and all directors serve one-year terms. Officers serve at the pleasure
      of
      the Board of Directors. On June 6, 2006, the Company entered into a Securities
      Purchase Agreement with Three Arch Partners whereby the Company provided the
      right to Three Arch Partners to designate two nominees who are reasonably
      acceptable to the Company to serve on the Board of Directors. If at any time,
      Three Arch Partners owns less than 3,500,000 shares (including shares of common
      stock issuable upon exercise of warrants, and as adjusted for stock splits,
      stock dividends and recapitalization), but more than 2,000,000 shares, Three
      Arch Partners would then have the right to designate one nominee who is
      reasonably acceptable to the Company to serve on the Board of Directors. In
      that
      case, one of the designees must resign from the Board effective immediately.
      The
      Company’s obligations pursuant to the Securities Purchase Agreement terminates
      if at any time Three Arch Partners owns less than 2,000,000 shares. If Three
      Arch Partners owns less than 2,000,000 shares at any time, any director
      previously nominated by Three Arch Partners is obligated to resign from the
      Board immediately. On June 13, 2006, the Board elected the two designees of
      Three Arch Partners, Dr. Jaeger and Mr. Young, both of whom continue to serve
      on
      the Board as non-independent directors.




The
      Company was previously party to a voting agreement with Mr. Friede, a
      Director of the Company and former Chairman of the Board of NOMOS Corporation
      (“NOMOS”) prior to the Company’s acquisition of NOMOS on May 4, 2004,
      whereby Mr. Friede agreed to vote the Company shares of which he is the
      beneficial owner in favor of the election of the individuals nominated by a
      majority of the Company’s Board of Directors so long as the Board of Directors
      of the Company designates Mr. Friede and another person of
      Mr. Friede’s selection for re-election. The voting agreement between the
      Company and Mr. Friede ended on May 4, 2006.




There
      are
      no other arrangements or understandings between us and any other person pursuant
      to which such person was or is to be selected as a director, executive officer
      or nominee. We have, however, entered into employment agreements with three
      of
      our executive officers, which are described on page 9 below under the heading
      “Employment Agreements.”




**Biographical
      Information**




**L.
      Michael Cutrer** has been
      the President and Chief Executive Officer and a Director of the Company since
      1990. Previously, Mr. Cutrer was a Manager of Isotope Products
      Laboratory, Inc., a radioisotope manufacturing company, where he was
      responsible for industrial product manufacturing, research and development.
      In
      November 2006, the Company announced that Mr. Cutrer plans to transition from
      the position of president and chief executive officer to become the Company’s
      executive vice president and chief technology officer.




3




**John
      A. Friede** **** has
      been
      a Director of the Company since May 2004. Mr. Friede cofounded NOMOS
      Corporation and served as its Chairman until the acquisition by the
      Company.  He has managed his own private investments in medical technology
      and other venture capital fields for more than 20 years.  Mr. Friede is a
      graduate of Dartmouth College and the Harvard University Graduate School of
      Business Administration.  He also serves as Chairman of the Board of
      Milkhaus Laboratory, Inc., a private specialty marketer of health care
      products.  In addition, Mr. Friede is a Trustee of the Fine Arts Museum of
      San Francisco.




**Dr.
      Jonathan P. Gertler** joined
      the Board of Directors in December 2002. He is currently Managing Director
      of
      Health Care Investment Banking at Cowen & Co. Prior to joining Cowen &
Co. in August 2006, Dr. Gertler was Managing Director and Head of Life Sciences
      at Canaccord Adams Inc., the successor firm to Adams Harkness since 2001. From
      1992 to 2000, Dr. Gertler was an attending vascular surgeon at the Massachusetts
      General Hospital in Boston and Associate Professor of Surgery at Harvard
      University. Dr. Gertler is the author or co-author of more than 100 articles,
      abstracts and chapters and continues to hold appointments at both Harvard
      Medical School and the Massachusetts Institute of Technology. From 1998 until
      2001, in addition to his surgical responsibilities, Dr. Gertler was a venture
      partner for Schroder Ventures Life Science Fund, one of the largest dedicated
      life sciences and healthcare private equity funds worldwide.




**Dr.
      Wilfred E. Jaeger** joined
      the Board of Directors in June 2006. Dr. Jaeger is the cofounder of **** Three
      Arch Partners. Previously he was a general partner at Schroder Ventures. Dr.
      Jaeger began his medical career in private practice. He was subsequently
      recruited by Chec Medical, a venture capital backed ambulatory care startup
      in
      Seattle. He subsequently attended business school and began working in venture
      capital in 1989. He has since been an active early stage investor in numerous
      successful biotechnology, healthcare service, and medical device companies.
      Dr.
      Jaeger serves on the boards of many private healthcare companies, and he
      currently serves as a director of Threshold Pharmaceuticals, Inc. He received
      his MD from the University of British Columbia School of Medicine. He has an
      MBA
      from the Stanford Graduate School of Business.




**David
      N. King** joined
      the Company in 1998, and currently serves as General Counsel, Corporate
      Secretary, and Vice President of Human Resources. Mr. King was Corporate Counsel
      for Virco Corporation and, prior to that, an associate with the law firm of
      Gibson, Dunn & Crutcher (Los Angeles). Mr. King received his law degree from
      the University of Southern California Law Center in 1994 and received his B.A.
      in International Relations (Soviet Studies) from the University of Southern
      California in 1988.




**James
      W. Klingler** joined
      the Company in July 2004 as Senior Vice President and Chief Financial Officer.
      Previously, he was Vice President-Finance and Chief Financial Officer of Troy
      Group, Inc., a provider of secure check printing products and wireless
      connectivity solutions, from January 2002 to July 2004. From
      February 2001 to November 2001, he served as Senior Vice President,
      Business Operations and Chief Financial Officer of Trinagy, Inc., a
      software company that was merged into Hewlett-Packard Company. In prior
      positions, Mr. Klingler was Vice President, Finance and Administration of
      Triconex Corporation, a supplier of products, systems and services for safety,
      critical control and turbomachinery applications and a subsidiary of Invensys
      plc, from February 1999 to February 2001, and Vice President and Chief
      Financial Officer of Wilshire Technologies Inc., a company that
      manufactures polyurethane products, from October 1994 to
      February 1999. Mr. Klingler holds a B.A. from the Ohio State
      University and an M.B.A. from the Columbia University Graduate School of
      Business.




**Michael
      C. Ryan** joined
      the Company in January 2006, as Senior Vice President and General Manager of
      the
      NOMOS Radiation Oncology Division.  Previously, from 1992 through 2005, he
      served in a variety of positions with InterV (now known as Angiotech),
      originally as Vice President of Sales & Marketing, then as Senior Vice
      President of Sales & Marketing, and lastly as Executive Vice President of
      Business Development.  InterV manufactures and sells image guided,
      interventional medical devices for radiology, oncology, cardiology, and
      endo-vascular surgery.  Prior  to
      InterV, Mr. Ryan held senior management positions, in sales, marketing, business
      development, and general management, with several companies, including Johnson
      & Johnson, Medtronic, Healthdyne, NAMIC, and Coeur Laboratories. Mr. Ryan
      holds a B.A. degree from John F. Kennedy College.





4




**John
      M. Sabin** has
      been
      a Director of the Company since August 2005. He has served as Chief Financial
      Officer and General Counsel of Phoenix Health Systems, a health care IT
      consulting and outsourcing firm, since October 2004.  From January 2000 to
      October 2004, he served as Chief Financial Officer and General Counsel of
      NovaScreen Biosciences Corporation, a developer of biotechnology-based tools
      to
      accelerate drug discovery and development.  From September 1999 to January
      2000, he was a business consultant.  From May 1998 to September 1999, he
      served as Executive Vice President and Chief Financial Officer of Hudson Hotels
      Corporation, a limited service hotel development and management company. 
Prior to May 1998, he was an executive at Vistana, Inc., Choice Hotels
      International, Inc., Manor Care Inc. and Marriott International, Inc. Mr.
      Sabin has served as a Trustee of Hersha Hospitality Trust, a publicly
      traded hospitality real estate investment trust since 2003, and as a Trustee
      of
      Prime Group Realty Trust, a real estate investment trust since 2005.




**Richard
      A. Sandberg** has been
      a Director of the Company since August 2005. He has served as Chief Financial
      Officer of Matritech, Inc., a publicly traded developer and manufacturer of
      cancer diagnostic test products, since 2002, and has also been on that company’s
      board of directors since 1999 (excluding the period from June to September
      2002).  Mr. Sandberg has also served as Manager and Chief Financial Officer
      of Battery Asset Management, LLC, a firm specializing in foreign exchange
      transactions.  From 1997 to 2001, Mr. Sandberg served as Chairman of the
      Board of Lifecodes Corporation, a manufacturer of DNA test kits and a provider
      of DNA testing services and from May 1997 to September 1998, as its Chief
      Financial Officer.  From 1983 to 1997, Mr. Sandberg held financial and
      operating positions at Dianon Systems, Inc., an anatomic pathology testing
      and genetic and clinical chemistry testing company he founded in 1983, including
      Chief Executive Officer and Chief Financial Officer.  Since 2003, Mr.
      Sandberg has been a director of Ethan Allen Interiors, Inc., a publicly traded
      home furnishings company.




**Dr.
      Gary N. Wilner** has been
      a Director of the Company since December, 2002 and Chairman of the Board of
      Directors since March 2006. He retired from the practice of medicine in January
      2005, having been an academic and consultative cardiologist for the past 30
      years. Dr. Wilner serves as a Trustee and Chairman of the Board of Trustees
      of
      the Oakmark Family of Funds. He has had prior service as a Director of the
      American Heart Association and the Albert Einstein Peace Prize
      Foundation.




**Nancy
      J. Wysenski** **** has
      been
      a Director of the Company since May 2004. Ms. Wysenski was the President and
      a
      founding member of EMD Pharmaceuticals, Inc., a United States pharmaceutical
      company owned by Merck KGaA, until October 2006. Ms. Wysenski also served as
      a
      member of the Merck KGaA Ethical Pharmaceuticals Executive Committee and managed
      their ethical pharmaceutical product portfolio. Ms. Wysenski was also
      responsible for Dey Laboratories, a specialty pharmaceutical company owned
      by
      Merck KGaA focused on the development of drugs used in the treatment of
      respiratory diseases and allergies. Prior to joining and founding EMD
      Pharmaceuticals, Inc. in August 1999, Ms. Wysenski was the Senior Vice President
      of Operations at NetGenics from 1998 to 1999. Prior thereto, Ms. Wysenski held
      a
      number of positions at Astra Merck, culminating at Vice President of Field
      Sales. Prior to joining Astra Merck in 1990, Ms. Wysenski held a number of
      positions at Merck Human Health from 1984 to 1990. Ms. Wysenski is a graduate
      of
      Kent State University and holds an M.B.A. from Baldwin Wallace College.




**Roderick
      A. Young** joined
      the Board of Directors in June 2006. Mr. Young has been a Venture Partner of
      Three Arch Partners since May 2006. From February 2003 to July 2005, Mr. Young
      was President and CEO of Vivant Medical, Inc., a venture-backed medical device
      company that was acquired by Tyco International, Ltd. Prior to his tenure at
      Vivant, Mr. Young was President and CEO of Targesome, Inc., a biotechnology
      company, from October 1998 to October 2002. Prior to Targesome, Mr. Young also
      served as Chairman and CEO of General Surgical Innovations, President & CEO
      of Focus Surgery, President of Toshiba America MRI and President and COO of
      Diasonics. He holds his BS degree in Industrial Engineering from Stanford
      University and an MBA from The Harvard Business School.




5




**Section** **16(a) Beneficial
      Ownership Reporting Compliance**




Section 16(a) of
      the Securities Exchange Act of 1934 (the “Act”) requires our officers, directors
      and persons who own more than 10% of any class of our securities registered
      under Section 12(g) of the Act to file reports of ownership and
      changes in ownership with the SEC. Officers, directors and greater than 10%
      stockholders are required by SEC regulation to furnish us with copies of all
      Section 16(a) forms they file.




Based
      solely on a review of copies of such reports furnished to us during the fiscal
      year ended October 31, 2006, we believe that all persons subject to the
      reporting requirements pursuant to Section 16(a) complied with all
      applicable reporting requirements, except that on May 9, 2006, Mr. Klingler
      and
      Mr. Cutrer each belatedly filed a Form 4 with respect to a stock option grant
      that was made on March 16, 2006, and Mr. Ryan has not yet filed a Form 3 with
      respect to his appointment as an executive officer during the 2006 fiscal year.
      The Company has been advised that Mr. Ryan intends to file his Form 3 as soon
      as
      possible.




**Board
      of Directors Meetings and Committees**




The
      Board
      of Directors of the Company held eight meetings during the fiscal year ended
      October 31, 2006, and acted by unanimous written consent on two occasions.
      All of the directors who were on the Board during fiscal year 2006 attended
      at
      least 75% of the total number of meetings of the Board of Directors and
      committees on which they served. Wilfred Jaeger and Roderick Young were elected
      to the Board of Directors on June 13, 2006, and from that time forward attended
      two meetings of the Board of Directors. The Board of Directors has three
      standing committees: the Audit Committee, the Compensation Committee, and the
      Nominating and Corporate Governance Committee.




*Audit
      Committee.* During
      the fiscal year ended October 31, 2006, the members of the Audit Committee
      were
      Mr. John Sabin (Chairman), Mr. Richard Sandberg, and Dr. Wilner, each of whom
      is
“independent” as defined under current Rule 4200(a)(15) of the Nasdaq
      listing standards. During the fiscal year ended October 31, 2006, the Audit
      Committee met on twelve occasions.




*Audit
      Committee Financial Experts.* ** The
      Board
      of Directors has determined that John M. Sabin and Richard A. Sandberg each
      qualify as an “audit committee financial expert” and “independent” as defined
      under the applicable Securities and Exchange Commission and Nasdaq
      rules.




*Compensation
      Committee.* ** During
      fiscal year 2006, the Compensation Committee consisted of Ms. Nancy Wysenski
      (Chairperson), Dr. Gertler, and Mr. Richard Sandberg, all non-employee Directors
      who meet the Nasdaq listing standards for “independence”. The Compensation
      Committee oversees the Company’s executive compensation programs and policies
      and is responsible for determining grants of options to purchase common stock
      under the North American Scientific, Inc. Amended and Restated 1996 Stock
      Option Plan and the 2006 Stock Plan. During the fiscal year October 31, 2006,
      the Compensation Committee met on ten occasions.




*Nominating
      and Corporate Governance Committee.* The
      Nominating and Corporate Governance Committee is responsible for recommending
      candidates for election to the Board of Directors and reviewing matters of
      corporate governance. The Nominating and Corporate Governance Committee will
      consider director nominees recommended by stockholders if properly submitted.
      This Committee currently consists of Dr. Gertler (Chairman), Mr. Sabin, Dr.
      Wilner, and Ms. Wysenski, each of whom is “independent” under current Nasdaq
      listing standards. During fiscal year 2006, the Committee met on four
      occasions.




The
      Company has a written Code of Ethics that applies to all employees, including
      our Chief Executive Officer, Chief Financial Officer, and Corporate Controller.
      The full text of the Company’s Code of Ethics is published on our website at www.nasmedical.com under
      the “Investor Center-Corporate Governance” caption. The Company will disclose
      any future amendments to, or waivers from, certain provisions of the Code of
      Ethics applicable to our Chief Executive Officer, Chief Financial Officer and
      Corporate Controller on our website within four business days following the
      date
      of such amendment or waiver.




6




**Item
      11.****EXECUTIVE
      COMPENSATION**




**Summary
      Compensation Table**




**Annual Compensation**
            
            **Long Term**
              **Compensation**
              **Awards****Name and Principal Position**
            
            
            
            **Year**
            
            **Salary ($)**
            
            **Bonus ($)**
            
            **Other Annual**
              **Compensation ($)**
            
            **Securities**
              **Underlying**
              **Options/SARs (#)**
            
            **All Other**
              **Compensation
                ($)(1)**L.
                Michael Cutrer
            
            2006
            
            340,700
            
            30,000
            
            
            —
            
            
            
            75,000
            
            
            
            7,600*President
                and Chief*
            
            2005
            
            334,000
            
            30,000
            
            
            —
            
            
            
            —
            
            
            
            2,300*Executive
                Officer*
            
            2004
            
            314,000
            
            —
            
            
            —
            
            
            
            36,000
            
            
            
            7,000David
                N. King
            
            2006
            
            155,000
            
            13,000
            
            
            —
            
            
            
            50,000
            
            
            
            3,400*Vice
                President,*
            
            2005
            
            147,000
            
            5,500
            
            
            —
            
            
            
            —
            
            
            
            1,500*General
                Counsel and*
            
            2004
            
            122,000
            
            20,000
            
            
            —
            
            
            
            —
            
            
            
            1,300*Corporate
                Secretary*James
                W. Klingler(2)
            
            2006
            
            229,500
            
            20,000
            
            
            —
            
            
            
            65,000
            
            
            
            5,300*Senior
                Vice President and*
            
            2005
            
            225,000
            
            17,000
            
            
            —
            
            
            
            —
            
            
            
            2,800*Chief
                Financial Officer*
            
            2004
            
            59,000
            
            9,000
            
            
            —
            
            
            
            50,000
            
            
            
            —Michael
                C. Ryan(3)
            
            2006
            
            163,200
            
            18,000
            
            
            —
            
            
            
            80,000
            
            
            
            53,092*Senior
                Vice**President,*
            
            2005
            
            —
            
            —
            
            
            —
            
            
            
            —
            
            
            
            —*General
                Manager*
            
            2004
            
            —
            
            —
            
            
            —
            
            
            
            —
            
            
            
            —*NOMOS
                Division*





(1)
            All
                Other Compensation consists of the Company’s contribution to such
                executive officer’s 401(k) plan, Company paid life insurance premiums
                and profit sharing contributions made by the Company on behalf of
                such
                executive officers, and severance
                payments.




(2)
            Mr. Klingler
                began his employment on July 26,
                2004.




(3)
            Mr.
                Ryan began his employment on January 16, 2006. All Other Compensation
                for
                Mr. Ryan also includes $49,278 of relocation
                expense.




7




**Option
      Grants**




The
      following table sets forth the stock options granted by the Company to each
      of
      the named executive officers during the fiscal year ended October 31,
      2006.




**OPTION
      GRANTS IN LAST FISCAL YEAR**




**Name**
            
            
            
            **Number of**
              **Securities**
              **Underlying**
              **Options/**
              **SARs Granted**
            
            **% of Total**
              **Options/SARs**
              **Granted to**
              **Employees in**
              **Fiscal Year**
            
            **Exercise Price**
              **Per Share**
            
            **Expiration**
              **Date**
            
            **Grant Date**
              **Present**
              **Value
                ($)**L.
                Michael Cutrer
            
            
            37,500
            
            
            
            2.6
            
            
            
            $2.23
            
            
            
            3/16/13
            
            
            
            44,500L.
                Michael Cutrer
            
            
            37,500
            
            
            
            2.6
            
            
            
            $3.35
            
            
            
            3/16/14
            
            
            
            36,700David
                N. King
            
            
            25,000
            
            
            
            1.7
            
            
            
            $2.23
            
            
            
            3/16/13
            
            
            
            29,600David
                N. King
            
            
            25,000
            
            
            
            1.7
            
            
            
            $3.35
            
            
            
            3/16/14
            
            
            
            24,500James
                W. Klingler
            
            
            32,500
            
            
            
            2.2
            
            
            
            $2.23
            
            
            
            3/16/13
            
            
            
            38,500James
                W. Klingler
            
            
            32,500
            
            
            
            2.2
            
            
            
            $3.35
            
            
            
            3/16/14
            
            
            
            31,800Michael
                C. Ryan
            
            
            40,000
            
            
            
            2.8
            
            
            
            $2.23
            
            
            
            3/16/13
            
            
            
            47,400Michael
                C. Ryan
            
            
            40,000
            
            
            
            2.8
            
            
            
            $3.35
            
            
            
            3/16/14
            
            
            
            39,200





**Option
      Exercises and Year-End Value**




The
      following table sets forth certain information concerning the exercise of stock
      options during the fiscal year ended October 31, 2006 by the Company’s
      named executive officers and the fiscal year-end value of unexercised options
      as
      of October 31, 2006.




**AGGREGATED
      OPTION EXERCISES IN LAST FISCAL YEAR**


**AND
      FISCAL YEAR-END OPTION VALUES**




**Shares**
              **Acquired**
            
            **Value**
            
            **Number of Securities**
              **Underlying Unexercised**
              **Options at 10/31/06
                (#)**
            
            **Value of Unexercised**
              **In-the-Money**
              **Options at 10/31//06
                ($)(1)****Name**
            
            
            
            **on Exercise (#)**
            
            **Realized ($)**
            
            **Exercisable**
            
            **Unexercisable**
            
            **Exercisable**
            
            **Unexercisable**L.
                Michael Cutrer
            
            
            —
            
            
            
            —
            
            
            
            880,000
            
            
            
            87,000
            
            
            49,500
            
            
            —David
                N. King
            
            
            —
            
            
            
            —
            
            
            
            40,500
            
            
            
            50,000
            
            
            —
            
            
            —James
                W. Klingler
            
            
            —
            
            
            
            —
            
            
            
            25,000
            
            
            
            90,000
            
            
            —
            
            
            —Michael
                C. Ryan
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            80,000
            
            
            —
            
            
            —





(1)
            Calculated
                based upon the difference between the exercise price and the fair
                market
                value at fiscal year-end.




**Director
      Compensation**




Directors
      who are also employees of the Company or its subsidiaries receive no separate
      compensation for serving as Directors or as members of any committees of the
      Board of Directors. Each non-employee Director receives a quarterly payment
      of
      $5,000, and receives $1,250 per Board or committee meeting if he attends in
      person or $500 per meeting if he participates via telephone. Directors may
      be
      reimbursed for certain expenses incurred in connection with attending Board
      or
      committee meetings. In addition, the Chairman of the Board of Directors receives
      compensation of $40,000 per year (rather than the $5,000 quarterly payment);
      the
      Chairman of the Audit Committee receives $5,000 per year; the Chairman of the
      Compensation Committee receives $2,500 per year; and the Chairman of the
      Nominating and Corporate Governance Committees receives $2,500 per
      year.




Each
      individual who is first elected or appointed as a non-employee director shall
      automatically be granted, on the date of such initial election or appointment,
      a
      non-statutory stock option to purchase 25,000 shares of Common Stock. On the
      date of each Annual Stockholders Meeting each individual who is re-elected
      to
      serve as a non-employee director is automatically granted a non-statutory stock
      option to purchase 15,000 shares of Common Stock, except for the Chairman of
      the
      Board, who is automatically granted a non-statutory stock option to purchase
      25,000 shares of Common Stock. The annual grant of non-statutory stock options
      is only given to those non-employee directors who have served at least six
      months. In lieu of receiving the non-statutory stock options, each non-employee
      director may elect to receive a grant of one share of restricted Common Stock
      for every three shares of Common Stock underlying such stock option. To date,
      no
      non-employee director has elected to receive restricted stock in lieu of stock
      options.




8




During
      the fiscal year ended October 31, 2006, Messrs. Friede, Sandberg, and
      Sabin, Dr Gertler and Ms. Wysenski each received an annual grant of ten-year
      non-statutory stock options to purchase 15,000 shares of Common Stock of the
      Company, at a price of $1.92 per share, with one-third vesting each year for
      the
      next three years, as measured from the grant date of May 3, 2006. Upon their
      election to the Board of Directors, Dr. Jaeger and Mr. Young each received
      an
      initial grant of ten-year non-statutory stock options to purchase 25,000 shares
      of Common Stock of the Company at a price of $2.03 per share with one-third
      vesting each year for the next three years, as measured from the grant date
      of
      June 14, 2006. During the fiscal year ending October 31, 2006, Dr. Wilner
      received a grant of ten-year non-statutory stock options to purchase 25,000
      shares of Common Stock of the Company, at a price of $1.92 per share, with
      one-third vesting each year for the next three years, as measured from the
      grant
      date of May 3, 2006.




**Employment
      Agreements**




*L.
      Michael Cutrer*




In
      April 2002, the Company entered into an employment agreement with L.
      Michael Cutrer in connection with his employment as the Company’s Chief
      Executive Officer. Mr. Cutrer’s initial annual salary was $302,000 with a
      bonus to be determined at the discretion of the Board of Directors in accordance
      with the agreement. The employment agreement can be terminated by the Company
      at
      any time with or without cause. If terminated without cause, the agreement
      provides, among other things, for immediate vesting of any unvested stock
      options and a severance payment equal to three times his current base salary.
      In
      the event of a change of control of the Company, the agreement also provides,
      among other things, for the immediate vesting of any unvested stock options
      and
      a severance payment equal to three times (a) base salary, (b) the
      highest bonus awarded in the three previous years and (c) the Black-Scholes
      value of any grant of options made during the prior year.




On
      November 2, 2006, the Company announced that Mr. Cutrer will transition from
      the
      position of President and Chief Executive Officer to become the Company’s
      Executive Vice President and Chief Technology Officer upon his successor being
      identified and joining the Company. As part of this transition process, on
      December 21, 2006, the Company and Mr. Cutrer entered into a First Amended
      and
      Restated Employment Agreement (the “Amended Agreement”). The Amended Agreement
      will not become effective until the day the new Chief Executive Officer
      commences employment with the Company (the “Effective Date”). Until the
      Effective Date, Mr. Cutrer’s employment will continue under the terms and
      conditions of the Employment Agreement between the Company and Mr. Cutrer dated
      April 1, 2002, and described above.




Under
      the Amended Agreement, Mr. Cutrer’s annual base salary will be $280,000. In
      addition, Mr. Cutrer will be eligible to receive an annual bonus, if any, based
      upon performance goals approved by the Compensation Committee or the Board
      in an
      amount to be determined in the sole discretion of the Compensation Committee
      or
      the Board. If Mr. Cutrer meets or exceeds the performance goals for a particular
      measuring year, the annual bonus may not be less than 25% of his base
      salary.




In
      the event Mr. Cutrer’s employment terminates on or before October 31, 2007 for
      (a) any reason other than Mr. Cutrer ’s death, disability or “cause” (as defined
      in the Amended Agreement) or (b) Mr. Cutrer resigns for “good reason” (as
      defined in the Amended Agreement), Mr. Cutrer will continue to receive his
      base
      salary in effect on the termination date through October 31, 2007.




In
      the event Mr. Cutrer’s employment terminates at any time after the Effective
      Date for any reason, except for a “Control Termination” (as defined in the
      Amended Agreement), and in addition to any payment that may be due if he is
      terminated on or before October 31, 2007 as noted above, Mr. Cutrer will be
      entitled to receive (a) severance pay equal to three times (3x) his highest
      base
      salary during his employment by the Company payable over a three year period
      in
      accordance with the Company’s standard payroll practices for salaried employees,
      and (b) any unvested stock options shall immediately vest as of the termination
      date. In addition, the exercise date of all stock options that, on the
      termination date, have an exercise price greater than the fair market value
      of
      the Company’s common stock will be extended to the later of (i) the last day of
      the year in which the stock option would otherwise have expired or (ii) two
      and
      a half months after the date on which the stock option would otherwise have
      expired (or such later date as may be permitted by final regulations issued
      pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”), but in no event later than the date on which the stock option would
      have expired had Mr. Cutrer’s employment not been terminated).




9




In
      the event of a “Control Termination” (as defined in the Amended Agreement), Mr.
      Cutrer will be entitled to a “Control Severance Payment” in the gross amount
      equal to the total of: (a) three (3) years’ base salary; (b) the highest annual
      bonus paid to Mr. Cutrer in the three years prior to such termination multiplied
      by three (3); (c) the Black/Scholes valuation of the stock options received
      by
      Mr. Cutrer during the one year prior to such termination multiplied by three
      (3); and (d) a tax gross-up payment if any severance payment constitutes an
      excess parachute payment subject to the excise tax imposed by Section 4999
      of
      the Code. The Control Severance Payment will be paid as salary continuation
      ratably over a one year period. In addition, any unvested stock options will
      immediately vest as of the termination date.




*James
      W. Klingler*




In
      July
      2004, the Company entered into a letter agreement with James W. Klingler in
      connection with his employment as the Company’s Chief Financial Officer. The
      letter agreement does not provide for a specific term of employment; however,
      the agreement does provide for a twelve month severance payment if
      Mr. Klingler’s employment is terminated by the Company for any reason other
      than for cause.




*Michael
      C. Ryan*




In
      January, 2006, the Company entered into a letter agreement with Michael C.
      Ryan
      in connection with his employment as Senior Vice President and General Manager
      of the Company’s NOMOS Radiation Oncology Division. The letter agreement does
      not provide for a specific term of employment; however, the agreement does
      provide for a six month severance payment if Mr. Ryan’s employment is terminated
      by the Company for any reason other than for cause. If Mr. Ryan’s service as
      Senior Vice President and General Manager of the Company’s NOMOS Radiation
      Oncology Division (or any follow-on position of similar authority) continues
      for
      three years, the agreement will provide for a nine month severance payment
      if
      Mr. Ryan’s employment is terminated by the Company for any reason other than for
      cause.




**Compensation
      Committee Interlocks and Insider Participation**




During
      fiscal year 2006, the Compensation Committee consisted of Ms. Wysenski
      (Chairperson), Dr. Gertler, and Mr. Sandberg. None of the members who served
      on
      the Compensation Committee during the last fiscal year was or has been an
      officer or employee of the Company or any of its subsidiaries. None of our
      executive officers serves on the board of directors or compensation committee
      of
      any entity that has one or more executive officers serving as a member of our
      Board of Directors or Compensation Committee.




10




**Item
      12.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**




**Security
      Ownership**




Except
      as
      otherwise indicated below, the following table sets forth information known
      to
      the Company with respect to the beneficial ownership of the Company’s Common
      Stock as of February 16, 2007 by (i) all those known by the Company to
      own more than 5% of the Company’s outstanding Common Stock; (ii) each of
      the Company’s directors; (iii) each executive officer  named
      in
      the Summary Compensation Table; and (iv) all directors and executive
      officers named in the Summary Compensation Table as a group:




**Beneficial Ownership****Name****and Address(1)**
            
            
            
            **Number of Shares**
            
            **Percent of**
              **Class**L.
                Michael Cutrer
            
            
            1,029,958
            (2)
            
            
            3.5John
                A. Friede
            
            
            2,412,285
            (3)
            
            
            8.0Jonathan
                P. Gertler
            
            
            40,000
            (4)
            
            
            
            *Wilfred
                E. Jaeger
            
            
            5,121,638
            (5)
            
            
            16.9David
                N. King
            
            
            46,750
            (6)
            
            
            
            *James
                W. Klingler
            
            
            43,125
            (7)
            
            
            
            *Michael
                C. Ryan
            
            
            10,000
            (8)
            
            
            
            *John
                M. Sabin
            
            
            10,334
            (9)
            
            
            
            *Richard
                A. Sandberg
            
            
            9,325
            (9)
            
            
            
            *Gary
                N. Wilner
            
            
            41,000
            (10)
            
            
            
            *Nancy
                J. Wysenski
            
            
            21,667
            (11)
            
            
            
            *Roderick
                A. Young
            
            
            —
            
            
            
            
            *All
                directors and executive officers as a group (12 persons)
            
            
            8,786,082
            (12)
            
            
            29.0Three
                Arch Partners
            
            
            5,121,638
            (13)
            
            
            17.4Wells
                Fargo & Company
            
            
            4,555,000
            (14)
            
            
            15.5SF
                Capital Partners Ltd..
            
            
            2,694,504
            (15)
            
            
            9.2





*
            Denotes
                less than 1%




(1)
            This
                table is based upon information supplied by officers, directors,
                and
                principal stockholders of the Company and by Schedules 13D and 13G
                filed
                with the SEC. Except where indicated,by footnote, and subject to
                community
                property laws where applicable, the persons named in this table have
                sole
                voting and investment power with respect to all of their shares of
                Common
                Stock. Except with respect to 5% security holders, applicable percentages
                are based on 29,366,216 shares of Company Common Stock outstanding
                on
                February 16, 2007, adjusted as required. The information known to the
                Company with respect to each of the following’s beneficial ownership of
                the Company’s Common Stock is as of February 16, 2007:
                L. Michael Cutrer, John A. Friede, Jonathan P. Gertler, Wilfred E.
                Jaeger, David N. King, James W. Klingler, Michael C. Ryan, John M.
                Sabin,
                Richard A. Sandberg, Gary N. Wilner, Nancy J. Wysenski, and Roderick
                A.
                Young.




(2)
            Includes
                751,375 shares subject to outstanding options that are exercisable
                within
                60 days. Also includes 53,583 shares owned by a trust over which
                the
                reporting person has shared voting and dispositive power with his
                spouse.
                Also includes 2,508 shares held in a trust for the reporting person’s
                sons.




(3)
            Includes
                20,667 shares subject to outstanding options that are exercisable
                within
                60 days. Also includes 1,181,530 shares held by Citigroup Trust-Delaware,
                N.A., over which the reporting person has voting and dispositive
                power.  (4)
            Includes
              40,000 shares subject to outstanding options that are exercisable within
              60 days.  (5)
            Includes
                5,121,638 shares held of record by Three Arch Partners IV, L.P.,
                Three
                Arch Associates IV, L.P., Three Arch Capital, L.P. and TAC Associates,
                L.P. Dr. Jaeger, who serves as a member of the Board, is a managing
                member
                of Three Arch Management IV, L.L.C., or TAM IV, which is the general
                partner for Three Arch Partners IV, L.P. and Three Arch Associates
                IV,
                L.P. Dr. Jaeger is also a managing member of TAC Management, L.L.C.,
                or
                TAC MGT, which is the general partner for Three Arch Capital, L.P.
                and TAC
                Associates, L.P. TAM IV and TAC MGMT may be deemed to have sole power
                to
                vote these shares, Mark A. Wan, a managing member of TAM IV and TAC
                MGMT,
                may be deemed to have sole power to vote these shares, Dr. Jaeger,
                a
                managing member of TAM IV and TAC MGMT, may be deemed to have sole
                power
                to vote these shares, and Barclay Nicholson, a managing member of
                TAM IV
                and TAC MGMT, may be deemed to have sole power to vote these shares.
                Dr.
                Jaeger disclaims beneficial ownership of shares held by Three Arch
                Partners IV, L.P., Three Arch Associates IV, L.P., Three Arch Capital,
                L.P. and TAC Associates, L.P., except to the extent of his pecuniary
                interest therein.




11




(6)
            Includes 46,750 shares subject to outstanding options
              that are exercisable within 60 days.  (7)
            Includes
                33,125 shares subject to outstanding options that are exercisable
                within
                60 days.




(8)
            Includes
                10,000 shares subject to outstanding options that are exercisable
                within
                60 days.




(9)
            Includes
                8,334 shares subject to outstanding options that are exercisable
                within 60
                days.




(10)
            Includes
                40,000 shares subject to outstanding options that are exercisable
                within
                60 days.




(11)
            Includes
                21,667 shares subject to outstanding options that are exercisable
                within
                60 days.  (12)
            Includes 980,252 shares subject to outstanding options
              that are exercisable within 60 days.  (13)
            Includes 5,121,638 shares held
                of record
                by Three Arch Partners IV, L.P., Three Arch Associates IV, L.P.,
                Three
                Arch Capital, L.P. and TAC Associates, L.P. Dr. Jaeger, who serves
                as a
                member of the Board, is a managing member of Three Arch Management
                IV,
                L.L.C., or TAM IV, which is the general partner for Three Arch Partners
                IV, L.P. and Three Arch Associates IV, L.P. Dr. Jaeger is also a
                managing
                member of TAC Management, L.L.C., or TAC MGT, which is the general
                partner
                for Three Arch Capital, L.P. and TAC Associates, L.P. TAM IV and
                TAC MGMT
                may be deemed to have sole power to vote these shares, Mark A. Wan,
                a
                managing member of TAM IV and TAC MGMT, may be deemed to have sole
                power
                to vote these shares, Dr. Jaeger, a managing member of TAM IV and
                TAC
                MGMT, may be deemed to have sole power to vote these shares, and
                Barclay
                Nicholson, a managing member of TAM IV and TAC MGMT, may be deemed
                to have
                sole power to vote these shares. Dr. Jaeger disclaims beneficial
                ownership
                of shares held by Three Arch Partners IV, L.P., Three Arch Associates
                IV,
                L.P., Three Arch Capital, L.P. and TAC Associates, L.P., except to
                the
                extent of his pecuniary interest therein. The principal address for
                Three
                Arch Partners is 3200 Alpine Road, Portola Valley, California
                94028.  (14)
            The amended Schedule 13G filed
                with the
                SEC on February 12, 2007 indicates that as of December 31, 2006 Wells
                Fargo & Company and its subsidiaries have sole voting power of
                4,385,000 shares and sole investment power of 4,555,000 shares. The
                principal address for Wells Fargo & Company is 420 Montgomery Street,
                San Francisco, California 94104.  (15)
            The
                amended Schedule 13G filed with the SEC on February 14, 2007 indicates
                that as of December 31, 2006 Michael A. Roth and Brian J. Stark have
                shared voting and investment power of 2,694,504 shares. The 2,694,504
                shares are held directly by SF Capital Partners Ltd. or SF Capital.
                Messrs
                Roth and Stark are the managing members of Stark Offshore Management
                LLC,
                or Stark Offshore, which acts as investment manager and has sole
                power to
                direct the management of SF Capital. Through Stark Offshore, Messrs.
                Roth
                and Stark possess voting and investment power over all of the shares.
                Messrs. Roth and Stark disclaim beneficial ownership of the shares.
                The
                principal address for SF Capital is 3600 South Lake Drive, St. Francis,
                Wisconsin 53235.




12





**Equity
      Compensation**




The
      following table sets forth information about the Company’s equity compensation
      plans as of October 31, 2006.




**Plan category**
            
            
            **Number of Shares**
              **to be Issued Upon**
              **Exercise of**
              **Outstanding Options,**
              **Warrants and Rights**
            
            **Weighted Average**
              **Exercise Price of**
              **Outstanding Options,**
              **Warrants and Rights**
            
            **Number of Shares**
              **Remaining Available**
              **For Future Issuance Under**
              **Equity Compensation Plans**
              **(excluding securities reflected**
              **in column (a))**Equity
                compensation plans approved by stockholders(1)
            
            3,438,305
            
            
            
            $6.06
            
            
            
            1,858,839
            (2)Equity
                compensation plans not approved by stockholders
            
            —
            
            
            
            —
            
            
            
            —Total
            
            3,438,305
            
            
            
            $6.06
            
            
            
            1,858,839





(1)
            Consists
                of the 1996 Stock Option Plan, as amended (the “1996 Plan”), the 2003
                Non-Employee Directors’ Equity Compensation Plan (the “Directors Plan”),
                the 2006 Stock Plan (“2006 Plan”), and the 2000 Employee Stock Purchase
                Plan (the “ESPP”).




(2)
            Includes
                shares available for issuance under the ESPP. As of October 31, 2006
                an aggregate of 73,839 shares of common stock were available for
                issuance
                under the ESPP.






**Item
      13****.****CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**




**** Dr.
      Wilfred E. Jaeger, a member of the board of directors of the Company, cofounded
      Three Arch Partners, a holder of more than 5% of the Company’s common stock. In
      addition, Roderick A. Young, a member of the board of directors of the Company,
      has been a venture partner of Three Arch Partners since May 2006. In 2006,
      neither Dr. Jaeger nor Mr. Young received any compensation from Three Arch
      Partners that was directly or indirectly related to their service as a member
      of
      the board of directors of the Company. In June 2006, entities affiliated with
      Three Arch Partners purchased approximately 5,121,638 shares plus warrants
      to
      purchase up to 2,560,819 shares of the Company’s common stock for approximately
      $10 million. Dr. Jaeger is a managing member of Three Arch Management IV,
      L.L.C., or TAM IV, which is the general partner for Three Arch Partners IV,
      L.P.
      and Three Arch Associates IV, L.P. Dr. Jaeger is also a managing member of
      TAC
      Management, L.L.C., or TAC MGT, which is the general partner for Three Arch
      Capital, L.P. and TAC Associates, L.P. Dr. Jaeger, a managing member of TAM
      IV
      and TAC MGMT, may be deemed to have sole power to vote shares of the Company’s
      common stock.




13




**Item
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**




**Principal
      Accountant Audit Fees and Services Fee****s**




The
      following table describes fees for professional audit services rendered by
      Singer Lewak Greenbaum & Goldstein LLP, our independent registered public
      accounting firm, for the audit of our annual financial statements for the fiscal
      years ended October 31, 2006 and 2005, respectively, and fees billed for
      other services rendered by Singer Lewak Greenbaum & Goldstein LLP and
      PricewaterhouseCoopers LLP during those periods.




**Type****of Fee**
            
            
            
            **2006**
            
            **2005**Audit
                Fees(1)
            
            $322,000
            
            $223,000Audit
                Related Fees(2)
            
            400,000
            
            588,000Tax
                Fees(3)
            
            161,000
            
            70,000All
                Other Fees
            
            —
            
            —Total
            
            $883,000
            
            $881,000





(1)
            Audit
                Fees include fees for professional services rendered by Singer Lewak
                Greenbaum & Goldstein LLP for the audit of our annual financial
                statements in our Form 10-K and reviews of quarterly interim financial
                statements included in our Form 10-Q. This category also includes
                fees for
                services that generally only the independent registered public accounting
                firm reasonably can provide to a company, such as procedures related
                to
                consents and assistance with and review of documents filed with the
                Securities and Exchange Commission.




(2)
            Audit
                Related Fees include fees for professional services rendered by Singer
                Lewak Greenbaum & Goldstein LLP and PricewaterhouseCoopers LLP
                associated with assurance and related services traditionally performed
                by
                the independent registered public accounting firm and that are reasonably
                related to the performance of the audit or review of the Company’s
                financial statements. This category includes fees related to assistance
                in
                financial due diligence related to issuance of debt and common stock,
                accounting consultations, consultations concerning financial accounting
                and reporting standards, and an audit of the Company’s internal controls
                under the Sarbanes-Oxley Act of
                2002.




(3)
            Tax
                Fees include the fees for professional services rendered byPricewaterhouseCoopers
                LLPfor
                tax compliance, tax advice and tax
                planning.




**Audit
      Committee Pre-Approval Policies and Procedures**




The
      Audit
      Committee on an annual basis reviews audit and non-audit services performed
      by
      the independent registered public accounting firm. All audit and non-audit
      services are pre-approved by the Audit Committee, which considers, among other
      things, the possible effect of the performance of such services on the auditors’
independence. The Audit Committee has considered the role of Singer Lewak
      Greenbaum & Goldstein LLP in providing services to us for the fiscal year
      ended October 31, 2006 and has concluded that such services are compatible
      with their independence as our auditors. The Audit Committee has established
      its
      pre-approval policies and procedures, pursuant to which the Audit Committee
      approved all of the foregoing audit and other services provided by Singer Lewak
      Greenbaum & Goldstein LLP in fiscal years 2006 and 2005,
      respectively.




14





**PART
      IV**





**Item
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**





**(b)** **Exhibits**





**Exhibit
                No.**
            **Description**3.1
            Certificate
                of Incorporation of the Registrant, incorporated by reference to
                Exhibit
                3(i) of the Registrant's Registration Statement on Form 10-SB, filed
                August 22, 1995.3.2
            Certificate
                of Amendment of the Registrant, incorporated by reference to Exhibit
                3.1
                of the Registrant's Form 10-QSB for the quarterly period ended
                July 31, 1998.3.3
            Certificate
                of Domestication of the Registrant, incorporated by reference to
                Exhibit
                3(i)(a) of the Registrant's Registration Statement on Form 10-SB,
                filed
                August 22, 1995.3.4
            Bylaws
                of the Registrant, incorporated by reference to Exhibit 3(ii) of
                the
                Registrant's Registration Statement on Form 10-SB, filed August 22,
                1995.10.1
            Lease
                Agreement dated November 30, 1995 between Registrant and Abraham
                Stricks,
                incorporated by reference to Exhibit 10.2 of the Registrant's Form
                10-
                KSB, filed January 29, 1998.10.2+
            North
                American Scientific, Inc. Amended and Restated 1996 Stock Option
                Plan (as
                amended through April 6, 2001), incorporated by reference to
                Exhibit 4.4 of the Registrant's Registration Statement on Form S-8
                (Registration No. 333-61688), filed May 25, 2001.10.3+
            The
                North American Scientific, Inc. 2000 Employee Stock Purchase Plan,
                incorporated by reference to Exhibit 4.4 of the Registrant's Registration
                Statement on Form S-8 (Registration No. 333-34200), filed April 6,
                2000.10.4+
            The
                Theseus 1998 Employee, Director and Consultant Stock Plan, incorporated
                by
                reference to Exhibit 4.4 of the Registrant's Registration Statement
                on
                Form S-8 (Registration No. 333-64892), filed July 11,
                2001.10.5
            Rights
                Agreement, incorporated by reference to Exhibit 99.1 of the Registrant's
                Form 8-A, filed October 16, 1998.10.6
            Restated
                Agreement and Plan of Merger, dated as of September 22, 2000, among
                the
                Registrant, NASI Acquisition Corp., a wholly-owned subsidiary of
                the
                Registrant, Theseus Imaging Corporation, Dr. Allan M.Green, Robert
                Bender,
                Sally Hansen and Irwin Gruverman, incorporated by reference to Exhibit
                2.1
                of the Registrant's Form 8-K filed October 19, 2000.10.7
            License
                Agreement, effective as of April 1, 1998, by and between The Board
                of
                Trustees of Leland Stanford Junior University and Theseus Imaging
                Corporation, a wholly-owned subsidiary of the Registrant (confidential
                treatment granted for certain portions thereof), incorporated by
                reference
                to Exhibit 10.8 to the Registrant's Form 10-K filed January 29,
                2001.10.8
            License
                Agreement, effective as of July 20, 2001, by and between AnorMED
                Inc. and
                North American Scientific, Inc. (confidential treatment granted for
                certain portions thereof), incorporated by reference to Exhibit 10.1
                to
                the Registrant's Form 10-Q, filed March 5, 2002.10.9+
            Employment
                Agreement, dated October 13, 2000, by and between Dr. Allan M. Green
                and
                the Company, incorporated by reference to Exhibit 10.12 to the
                Registrant's Form 10-K filed January 17, 2002.10.10+
            Employment
                Agreement, dated April 1, 2002, by and between L. Michael Cutrer
                and the
                Company, incorporated by reference to Exhibit 10.1 to the Registrant's
                Form 10-Q filed August 28, 2002.10.11+
            Employment
                Agreement, dated April 7, 1998, by and between Alan I. Edrick and
                the
                Company, as amended on September 29, 1999, incorporated by reference
                to
                Exhibit 10.13 to the Registrant's Form 10-K filed January 17,
                2002.10.12+
            Employment
                Agreement, dated February 20, 2003, by and between Elliot Lebowitz,
                Ph.D.
                and the Company, incorporated by reference to Exhibit 10.1 to the
                Registrant's Form 10-Q filed March 7, 2003.10.13+
            The
                North American Scientific, Inc. 2003 Non-Employee Directors' Equity
                Compensation Plan, incorporated by reference to Exhibit 4.4 to the
                Registrant's Registration Statement on Form S-8 (Registration No.
                333-106197), filed June 17,
                2003.




15




10.14
            Agreement
                and Plan of Merger by and among the Registrant, AM Capital, Inc.
                and NOMOS
                Corporation, dated as of October 26, 2003, incorporated by reference
                to
                Exhibit 2 to the Registrant's Form 8-K filed October 27,
                2003.10.15
            First
                Amendment to Agreement and Plan of Merger by and among the Registrant,
                AM
                Capital I, Inc. and NOMOS Corporation, incorporated by reference
                to
                Exhibit 2.2 to the Registrant's Registration Statement on Form S-4
                (Registration #333-110766), filed November 26, 2003.10.16+
            Employment
                Agreement dated May 5, 2004, by and between John W. Manzetti. and
                the
                Company, incorporated by reference to the Registrant's Registration
                Statement on Form S-4 (Registration #333-110766), filed November
 26,
                2003.10.17
            Second
                Amendment to Agreement and Plan of Merger by and among the Registrant,
                AM
                Capital I, Inc. and NOMOS Corporation, incorporated by reference
                to
                Exhibit 2 to the Registrant's Form 8-K filed March 5,
                2004.10.18
            The
                First Amendment dated as of April 28, 2004, to the Rights Agreement,
                dated
                as of October 12, 1998 by and between the Registrant and U.S. Stock
                Transfer Corporation, incorporated by reference to Exhibit 10 to
                the
                Registrant’s Form 8-K filed April 30, 2004.10.19
            Agency
                Agreement dated as of March 17, 2004, by and between the Registrant
                and
                NOMOS Corporation, incorporated by reference to Exhibit 10 to the
                Registrant’s Form 8-K filed March 22, 2004.10.20
            Lease
                Agreement dated August 22, 2002, by and between NOMOS Corporation
                and
                Cranberry 200 Venture, L.P., incorporated by reference to Exhibit
                10.20 to
                the Registrant’s Form 10-K filed March 11, 2005.10.21
            Amendment
                to Lease Agreement dated August 22, 2002, by and between NOMOS Corporation
                and Cranberry 200 Venture, L.P., incorporated by reference to Exhibit
                10.21 to the Registrant’s Form 10-K filed March 11, 200510.22
            Secured
                Loan Agreement dated as of October 15, 2003 by and between the Registrant
                and Prostate Centers of America, incorporated by reference to Exhibit
                10.22 to the Registrant’s Form 10-K filed March 11,
                200510.23
            Settlement
                Agreement dated as of August 4, 2004, by and among the Registrant,
                NOMOS
                Corporation and Parker/Hunter, Incorporated, incorporated by reference
                to
                Exhibit 10.23 to the Registrant’s Form 10-K filed March 11,
                200510.24
            Loan
                Agreement and Security Agreement, dated October 5, 2005, between
                NASI, the Subsidiaries and Silicon Valley Bank.,incorporated
                by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed October
                11, 2005.10.25
            Amendment
                toLoan
                Agreement and Security Agreement, dated January 12, 2006, between
                NASI,
                the Subsidiaries and Silicon Valley Bank,incorporated
                by reference to Exhibit 10.25 to the Registrant’s Form 10-K filed January
                18, 2006.10.26
            Loan
                and Security Agreement, dated March 28, 2006, by and among NASI,
                certain
                subsidiaries and Partners for Growth II, L.P., incorporated by reference
                to the Company’s Current Report on Form 8-K filed on April 3,
                2006.10.27
            North
                American Scientific, Inc. 2006 Stock Plan, incorporated by reference
                to
                Appendix A to the Company’s Definitive Proxy Statement filed on April 5,
                2006.10.28
            Securities
                Purchase Agreement dated June 6, 2006 between the Company and the
                investors, incorporated by reference to the Company’s Current Report on
                Form 8-K filed on June 7, 2006.10.29
            Form
                of Warrant Agreement between the Company and Three Arch Partners,
                incorporated by reference to the Company’s Current Report on Form 8-K
                filed on June 7, 2006.10.30
            Form
                of Warrant Agreement between the Company and certain other investors,
                incorporated by reference to the Company’s Current Report on Form 8-K
                filed on June 7, 2006.10.31
            Second
                Amendment to Rights Agreement, dated June 5, 2006 by and between
                the
                Company and U.S. Stock Transfer Corporation, incorporated by reference
                to
                the Company’s Current Report on Form 8-K filed on June 7, 2006.10.32
            Second
                Amendment toLoan
                Agreement and Security Agreement, dated October 31, 2006, between
                NASI,
                the Subsidiaries and Silicon Valley Bank incorporated by reference
                to the
                Company’s Current Report on Form 8-K filed on November 3,
                2006.10.33+
            First
                Amended and Restated Employment Agreement between the Company and
                L.
                Michael Cutrer dated December 21, 2006, incorporated by reference
                to the
                Company’s Current Report on Form 8-K filed on December 28,
                2006.




16




14
            Code
                of Ethics incorporated by reference to Exhibit 14 to the Registrant’s Form
                10-K filed January 23, 2004.21.1
            Subsidiaries
                of the Registrant, incorporated by reference to Exhibit 21.1 to the
                Registrant’s Form 10-K filed January 16, 2007.23.1
            Consent
                of Singer Lewak Greenbaum & Goldstein LLP, incorporated by reference
                to Exhibit 23.1 to the Registrant’s Form 10-K filed January 16,
                2007.23.2
            Consent
                of PricewaterhouseCoopers LLP. incorporated by reference to Exhibit
                23.2
                to the Registrant’s Form 10-K filed January 16, 2007.31.1*
            Certification
                of Chief Executive Officer.31.2*
            Certification
                of Chief Financial Officer.32.1
            Certification
                pursuant to Rule 13a-14b under the Exchange Act and 18 U.S.C -1350,
                incorporated by reference to Exhibit 32.1 to the Registrant’s Form 10-K
                filed January 16, 2007.


+  Compensation
      plan or agreement


*  Filed
      herewith




17




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to
      be
      signed on its behalf by the undersigned, thereunto duly authorized.





NORTH
                AMERICAN SCIENTIFIC, INC./s/
                L. MICHAEL CUTRERFebruary
                28, 2007
            By:
            L.
                Michael Cutrer
              *President
                and Chief Executive Officer*





Pursuant
      to the requirements of the Securities Act of 1934, this Amendment No. 1 to
      Form
      10-K has been signed by the following persons on behalf of the Registrant in
      the
      capacities and on the dates indicated.





**Signature**
            **Title**
            **Date**/s/
                GARY N. WILNERDr. Gary
                N. Wilner
              
              /s/
                L. MICHAEL CUTRER
            Chairman
                of the Board of Directors
            February
                28, 2007L.
                Michael Cutrer
              
              /s/
                JAMES W. KLINGLER
            President,
                Chief Executive Officer and Director (Principal Executive
                Officer)
            February
                28, 2007James
                W. Klingler
              
              
              /s/
                JOHN A. FRIEDE
            Senior
                Vice President and Chief Financial Officer (Principal Financial and
                Accounting Officer)
            February
                28, 2007John
                A. Friede
              
              
              /s/
                JONATHAN P. GERTLER
            Director
            February
                28, 2007Dr.
                Jonathan P. Gertler
              
              
              /s/
                WILFRED E. JAEGER, M.D.
            Director
            February
                28, 2007Dr.
                Wilfred E. Jaeger
              
              
              /s/
                JOHN M. SABIN
            Director
            February
                28, 2007John
                M. Sabin
              
              
              /s/
                RICHARD A. SANDBERG
            Director
            February
                28, 2007Richard
                A. Sandberg
              
              
              /s/
                NANCY J. WYSENSKI
            Director
            February
                28, 2007Nancy
                W. Wysenski
              
              /s/
                RODERICK A. YOUNG
            Director
            February
                28, 2007Roderick
                A. Young
            Director
            February
                28, 2007




18