**Exhibit
      3.1**




**AMENDED**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**NORTH
      AMERICAN SCIENTIFIC, INC.**


**(Restated
      in electronic format as of January 17, 2008)**




**FIRST:**  The
      name
      of this corporation is North American Scientific, Inc. (the
“Corporation”).




**SECOND:**  The
      address of the registered office of the Corporation in the State of Delaware
      is
      1209 Orange Street, City of Wilmington, County of New Castle. The name of its
      registered agent at that address is The Corporation Trust Company.




**THIRD:**  The
      purpose of the Corporation is to engage in any lawful act or activity for which
      a corporation may now or hereafter be organized under the General Corporation
      Law of the State of Delaware as set forth in Title 8 to the Delaware Code (the
      “DGCL”).




**FOURTH:** ( a)  The
      total
      number of shares of stock which the Corporation is authorized to issue is One
      Hundred Fifty-two Million (152,000,000) shares, One Hundred Fifty Million
      (150,000,000) of which shall be classified as Common Stock, par value $0.01
      per
      share (the “Common Stock”), and Two Million (2,000,000) of which shall be
      classified as Preferred Stock, par value $0.01 per share (the “Preferred
      Stock”).




(b)  The
      holders of the issued and outstanding shares of Common Stock shall be entitled
      to one vote per share of Common Stock held by them on all matters voted upon
      by
      stockholders of the Corporation, including, but not limited to, the election
      of
      directors.




(c)  The
      voting powers, designations, limitations, restrictions, relative rights and
      distinguishing designations in respect of the shares of Preferred Stock shall
      be
      as stated in the resolution or resolutions providing for issuance of such
      Preferred Stock adopted or to be adopted by the Board of Directors of the
      Corporation (the “Board of Directors”) pursuant to the authority hereby
      expressly vested in the Board of Directors by this Certificate of
      Incorporation.




**FIFTH:**  The
      following provisions are inserted for the management of the business and for
      the
      conduct of the affairs of the Corporation, and for further definition,
      limitation and regulation of the powers of the Corporation and of its directors
      and stockholders.




(a)  The
      number of directors of the Corporation shall be such as from time to time shall
      be fixed by, or in the manner provided in, the by-laws. Election of directors
      need not be by ballot unless the by-laws so provide.




(b)  The
      Board
      of Directors shall have power without the assent or vote of stockholders to
      make, alter, amend, change, add to or repeal the by-laws of the Corporation;
      to
      fix and vary the amount to be reserved for any proper purpose; to authorize
      and
      cause to be executed mortgages and liens on all or any part of the property
      of
      the Corporation; to determine the use and disposition of any surplus or net
      profits; and to fix the times for the declaration and payment of
      dividends.









(c)  The
      Board
      of Directors in its discretion may submit any contract or act for approval
      or
      ratification at any annual meeting of the stockholders or at any meeting of
      the
      stockholders called for the purpose of considering any such contract or act,
      and
      any contract or act that shall be approved or be ratified by the vote of the
      holders of a majority of the stock of the Corporation which is represented
      in
      person or by proxy at such meeting and entitled to vote thereat (provided that
      a
      lawful quorum of stockholders be there represented in person or by proxy) shall
      be as valid and binding upon the Corporation and upon all the stockholders
      as
      though it had been approved or ratified by every stockholder of the Corporation,
      whether or not the contract or act would otherwise be open to legal attack
      because of directors’ interest, or for any other reason.




(d)  In
      addition to the powers and authorities hereinbefore or by statute expressly
      conferred upon them, the directors are hereby empowered to exercise all such
      powers and do all such acts and things as may be exercised or done by the
      Corporation; subject, nevertheless, to the provisions of the statutes of
      Delaware, to the provisions of this Certificate, and to the provisions of any
      by-laws from time to time made by the stockholders or by the Board of Directors;
      provided, however, that no by-laws so made shall invalidate any prior act of
      the
      directors which would have been valid if such by-law had not been
      made.




**SIXTH:**  The
      Corporation shall indemnify, in accordance with and to the full extent now
      or
      hereafter permitted by law, any person who was or is a party or is threatened
      to
      be made a party to any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative (including,
      without limitation, an action by or in the right of the Corporation), by reason
      of his acting as a director of the Corporation, and the Corporation, in the
      discretion of the Board of Directors, may so indemnify a person by reason of
      the
      fact that he is or was an officer, employee or agent of the Corporation or
      is or
      was serving at the request of the Corporation in any other capacity for or
      on
      behalf of the Corporation, against any liability or expense actually and
      reasonably incurred by such person in respect thereof; provided , however ,
      that
      the Corporation shall not be obligated to indemnify any such person:
      (i) with respect to proceedings, claims or actions initiated or brought
      voluntarily by such person and not by way of defense; or (ii) for any amounts
      paid in settlement of an action effected without the prior written consent
      of
      the Corporation to such settlement. Such indemnification is not exclusive of
      any
      other right of indemnification provided by law, agreement or
      otherwise.




**SEVENTH:**  Whenever
      a compromise or arrangement is proposed between this Corporation and its
      creditors or any class of them and/or between this Corporation and its
      stockholders or any class of them, any court of equitable jurisdiction within
      the State of Delaware may, on the application in a summary way of this
      Corporation or of any creditor or stockholder thereof or on the application
      of
      any receiver or receivers appointed for this Corporation under the provisions
      of
      Section 291 of Title 8 of the Delaware Code or on the application of trustees
      in
      dissolution or of any receiver or receivers appointed for this Corporation
      under
      the provisions of Section 279 of Title 8 of the Delaware Code order a meeting
      of
      the creditors or class of creditors, and/or of the stockholders or class of
      stockholders of this Corporation, as the case may be, to be summoned in such
      manner as the said court directs. If a majority in number representing three
      fourths in value of the creditors or class of creditors, and/or of the
      stockholders or class of stockholders of this Corporation, as the case may
      be,
      agree to any compromise or arrangement and to any reorganization of this
      Corporation as consequence of such compromise or arrangement, the said
      compromise or arrangement and the said reorganization shall, if sanctioned
      by
      the court to which the said application has been made, be binding on all the
      creditors or class of creditors, and/or on all the stockholders or class of
      stockholders, of this Corporation as the case may be, and also on this
      Corporation.




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**EIGHTH:**  No
      director of the Corporation shall be personally liable to the Corporation or
      its
      stockholders for monetary damages for breach of fiduciary duty as a director, provided , however ,
      that
      this provision shall not eliminate or limit the liability of a director:
      (i) for any breach of the director’s duty of loyalty to the Corporation or
      its stockholders; (ii) for acts or omissions not in good faith or which
      involve intentional misconduct or a knowing violation of the law; (iii) under
      Section 174 of the DGCL or (iv) for any transaction from which the director
      derived an improper personal benefit.




**NINTH:**  The
      Corporation reserves the right to amend, alter, change or repeal any provision
      contained in this Certificate of Incorporation in the manner now or hereafter
      prescribed by law, and all rights and powers conferred herein on stockholders,
      directors and officers are subject to this reserved power.




**TENTH:**  The
      name
      and mailing address for the Incorporator of the Corporation is as follows:
      L.
      Michael Cutrer, North American Scientific, Inc., 7435 Greenbush Avenue, North
      Hollywood, CA 91605.




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