MANAGEMENT
AGREEMENT

     

    


     

    This Management Agreement (the
“Agreement”) is made this 11th day of February 2009 and effective as of March 1,
2009 (the “Effective Date”), between North American Scientific, Inc., a
California corporation with its principal place of business at 20200 Sunburst
Street, Chatsworth, California 91311 (“NASI”) and Best Theratronics, Ltd., a
Canadian federal corporation with its principal place of business at 413 March
Road, Ottawa, Ontario K2K0E4 (“BTL”).

     

    A.          NASI
manufactures, markets, promotes, sells, and distributes brachytherapy products,
associated catheters, radiation sources, steppers, needles and other disposables
to deliver radiation for the treatment of prostate disease (the
“Products”).  For the purpose of this Agreement, Products shall not
include NASI’s ClearPath products.  NASI also manages employees and
directs operations.  Jointly these functions related to the Products
are the business of NASI to be managed hereunder (the “Business”).

     

    B.        
     BTL also manufactures, markets, promotes, sells, and
distributes brachytherapy products, associated catheters, radiation sources and
other disposables to deliver radiation.

     

    C.         
   NASI wishes to engage BTL, in accordance with the terms of
this Agreement, to manage the Business of NASI to permit NASI to focus its
resources on its ClearPath business and to extend its resources whereby BTL will
be responsible for all operations, management, customer services, sales and
marketing for the Products.

     

    D.      
      BTL hereby accepts such appointment in
accordance with the terms and conditions set forth herein.

     

    E.         
   Concurrently with the execution and delivery of this
Agreement, NASI and BTL are entering into an asset purchase agreement pursuant
to which NASI would transfer to BTL substantially all of NASI’s brachytherapy
assets, licenses, contracts and rights, including intellectual property, owned
and/or controlled by NASI for use in the Business, and BTL would assume certain
specified liabilities of NASI, subject to the terms and conditions set forth
therein (the “Asset Purchase Agreement” or “APA”).

     

    NOW
THEREFORE, the parties intending to be bound agree to the
following:

     

    1.           APPOINTMENT

     

    Subject
to the terms and conditions of this Agreement, NASI hereby appoints BTL, and BTL
agrees to serve, perform the management services provided in Section 2 below on
behalf of the Business (the “Management Services”).

     

    2.         
MANAGEMENT SERVICES

     

    2.1.           Management
Services.  As of the Effective Date BTL shall operate the
Business in accordance with all applicable laws and regulations and in
accordance with NASI’s standard operating policies and procedures which are
attached as Exhibit A as may be amended in accordance with the engineering
operations changes.  As part of its responsibilities, BTL shall
produce, market, sell and distribute the Product to NASI customers, oversee
daily operations, customer service, invoice accounts payable and collect
accounts receivable, order inventory, and enter into contracts of a value of
less than $25,000 (but excluding purchases of raw materials made in the ordinary
course of business) that would be customary or necessary to the operation of the
Business (the “Management Services”).  The Management Services do not
include, and the Operating Expenses shall not include, any NASI research and
development or staff associated therewith.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.2.           Operating
Expenses.  BTL shall be responsible for the payment of all
costs and expenses associated with the ordinary operation of the Business
(“Operating Expenses”).  Operating Expenses shall include, without
limitation (i) lease or mortgage payments for the facilities located at 20200
Sunburst Street, Chatsworth, California; (ii) fees, (iii) building maintenance
and repairs; (iv) utilities; (v) insurance premiums; (vi) the cost of all
inventory; (vii) all state and federal taxes on taxable income earned
during the Term and sales tax on taxable sales and use tax on purchases made
during the Term; (viii) collecting accounts receivable; (ix) invoicing
accounts payable; (x) sales, marketing, production and shipment of Products
which shall be incurred in BTL’s sole discretion.  A sample of NASI’s
standard operating costs for the month ended December 31, 2008 are provided in
Exhibit B.   Notwithstanding the foregoing, NASI shall retain all
responsibility for all costs and expenses related to NASI’s corporate governance
and its ClearPath product and business.

     

    2.3.           Staff.

     

    2.3.1.             Management.  BTL
will have the authority to manage and direct the NASI employees listed on
Exhibit C (“Staff”).   BTL shall be responsible for all costs,
including travel-related expenses, incurred in connection with its provision of
the Management Services.  During the term of this Agreement, BTL and
NASI will share the services of NASI’s finance department and payment shall be
made in accordance with Section 2.3.3.

     

    2.3.2.             Staff
Compensation.  NASI will continue to make all payments to its
Staff during the Term.  NASI shall invoice BTL for the Staff salaries
plus benefits actually paid, but excluding vacation pay, leave or severance
payments.  NASI’s actual cost for Staff including salary and benefits
(but excluding vacation pay, leave or severance payments) is listed on Exhibit
C.  For those Staff entitled to a commission on sales, the percentage
commission and base pay arrangement is specified on Exhibit C.  BTL
shall only reimburse NASI for Staff commissions related to Products sold during
the Term.  BTL shall not be responsible for reimbursing NASI for any
changes to the Staff compensation provided for in Exhibit C without BTL’s
express written consent.  For purposes of this Agreement, Product
shall be deemed sold on the date it is shipped.

     

    2.3.3.           
 Semi-Reimbursable
Staff.  For the Staff identified as “Semi-Reimbursable Staff”
of Exhibit C, BTL shall only reimburse NASI one half of the salaries plus
benefits (excluding vacation pay, leave or severance payments).

     

    2.3.4.          
  Removal.  Within
the first 60 days of the Term, BTL may request NASI remove any Staff person from
Exhibit C and from performing work associated with the Management Services
at anytime for Cause.  Upon BTL’s request, NASI will remove the Staff
person from providing services and NASI shall no longer be entitled to
reimbursement for such Staff person under the terms of this
Agreement.  Any portion of BTL’s reimbursement for such removed Staff
shall be pro-rated for the time period prior to the requested
termination.  After the first 60 days of the Term, BTL may request
NASI remove additional Staff from Exhibit C, without cause.  “Cause”
shall mean the occurrence of any one of the following events: (i) engaging in
misconduct, including acts of dishonesty or fraud, or (ii) the willful and
continued failure to substantially perform employment duties (other than any
such failure resulting from incapacity due to physical or mental illness or
disability).

     

    
      
         

      

      
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    2.3.5.            
Hiring.  BTL
may in the ordinary course of business require further staff in order to perform
the Management Services.  At BTL’s request, NASI will make reasonable
efforts to hire individuals identified by BTL.  Any such additional
personnel shall become Staff under the terms of this Agreement.

     

    2.3.6.            
Payment.  NASI
shall be responsible for making timely payments to Staff.  NASI shall
invoice BTL in arrears for all Staff payments and BTL shall remit payment within
72 hours of receipt of invoice. In the event NASI does not make all Staff
payments within 5 days of their becoming due, BTL may elect to make such
payments directly.

     

    2.4.           Intellectual
Property.  BTL acknowledges that patents, trademarks and associated
know-how involved in the Business and the Products, and as specified on Exhibit
D (“Intellectual Property”) are owned or licensed by NASI.  NASI
grants BTL an exclusive, irrevocable during the Term, royalty free right to
make, have made, use, sell, offer for sale and import such Intellectual
Property.

     

    2.5.           Licenses and
Permits.   NASI conducts the Business using various
governmental and non-governmental licenses and permits.  These permits
and licenses include, but are not limited to business licenses, materials
licenses, manufacturing registrations, software licenses and regulatory
permits.  During the term of this Agreement NASI will keep the
licenses and permits in place and allow BTL to operate under those licenses and
permits to the extent permitted by applicable law.  To the extent BTL
is not permitted to operate under NASI’s existing permit or license, NASI shall
provide BTL with prompt written notice and the parties will seek to either (a)
obtain the necessary permit or license for BTL’s use; or (b) transfer that
portion of the Business back to NASI for its management and
control.

     

    2.6.           Order
Fulfillment.  BTL shall be responsible for shipping and
invoicing customers for any Product sold hereunder.  BTL shall take
the risk and benefit for all collections for orders shipped during the
Term.  BTL shall also have the right to refuse orders, provided, it
shall not transfer any such refused orders to parties related to BTL, unless
NASI was unable to fulfill the order due to no fault of BTL.

     

    2.7.           Benefit of
NASI.  BTL shall operate the Business hereunder in the name of
NASI and for the benefit of NASI.  BTL shall use its commercially
reasonable efforts to preserve the Business and all customer relationships for
the benefit of NASI and shall neither take nor solicit the customers of NASI for
the benefit of BTL during the term of this Agreement.  Notwithstanding
the foregoing, BTL may use Staff to promote, market and advertise BTL products
and services as well as perform services in connection with the transfer of the
Business to occur after the Closing (as defined in the APA) of the
APA.  BTL shall have the authority to do all things in the ordinary
course of business.

     

    
      
         

      

      
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    3.          
REGULATORY COMPLIANCE

     

    3.1.           Compliance with
Laws.  NASI represents warrants and covenants that it is in material
compliance with all applicable laws, statutes, ordinances and regulations
applicable to the Products or Business.  BTL shall comply with all
applicable laws, statutes, ordinances and regulations in carrying out its
obligations under this Agreement in all material respects.  Each party
shall promptly notify the other party if it receives any notice or other
allegation of non-compliance with any law, statute, ordinance or regulation by
any person.

     

    3.2.           Complaints Handling and
Medical Device Reporting (MDRs).BTL shall report to NASI’s Vice President
of Regulatory Assurance and Quality Assurance as soon as practical following any
complaint brought to BTL’s attention regarding regulatory compliance,
manufacturing issues, and any other issues which would or could be reportable
under the NASI’s manufacturing guidelines or permit requirements (to the extent
BTL is aware of such provisions and restrictions).  NASI or its
designee shall investigate any such complaints or allegations of Product,
manufacturing or other defects or issues and shall keep BTL appraised of its
findings and conclusions.  At its option, BTL shall be permitted to
participate in the investigation process.

     

    3.3.           Promotional Materials,
Labeling and Advertising.  NASI shall, at its cost and expense,
provide BTL with any existing promotional materials and advertising for use in
promoting the Products.  BTL shall be free to use the written
promotional materials and advertising provided by NASI.  BTL shall not
use any other promotional materials or advertising without the prior written
consent of NASI.

     

    4.         
COMPENSATION

     

    4.1.           BTL
Compensation.  As compensation for services performed
hereunder, during the term of this Agreement, BTL shall be entitled to collect
and retain any and all accounts receivable accrued during the Term.

     

    4.2.           Allocation of Accounts
Receivable.  All payments received shall be applied first to
the invoice to which it relates; if however, it is unclear which invoice the
payment relates to, BTL shall seek to clarify with the customer the payments
intended beneficiary.  If BTL is unable to reasonably determine the
proper invoice to allocate received payments, such payments shall be applied
first to the oldest outstanding accounts receivable from such customer
regardless of when incurred, provided any credits on an account must be applied
to open invoices prior to the application of such cash receipts; and provided
that such payments shall not be applied to contested payments or
invoices.  BTL will use best efforts to assure that customer complies
with NASI collection policy of applying payments to oldest invoices
first.

     

    4.3.           Payments.  On
a weekly basis, BTL shall remit to NASI all payments received within the prior
month made on accounts accruing prior to the Term.  In the event NASI
receives any payments on accounts accruing during the Term, NASI shall forward
such amounts to BTL as soon as reasonable, but in no event more than 5 business
days following receipt by NASI.  NASI shall provide BTL with notice of
any payments received by NASI for amounts accruing prior to the
Term.  In the event this Agreement is terminated other than as
contemplated by Section 11.1(a), after the Term NASI shall remit payment on
invoices accruing during the Term to BTL applying the same allocation standard
set forth in Section 4.2 above.

     

    
      
         

      

      
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    5.          
NO UNAUTHORIZED PRODUCT WARRANTIES

     

    5.1.           Standard
Warranty.  BTL shall not make, or authorize any representation
or warranty on the Products other than NASI’s standard
warranties.  NASI represents, warrants and covenants that it has not
made any warranties other than its standard warranties as reflected in Exhibit
E.

     

    5.2.           Warranty
Satisfaction.

     

    5.2.1.             Service
Warranty.  During the Term, BTL will repair, replace or service
any Product in conformance with the NASI written service warranty (the “Service
Warranty”).  For any Service Warranty claims regarding Products sold
prior to the Term, NASI shall reimburse BTL for its cost of compliance with the
Service Warranty.  BTL shall be responsible for the cost of compliance
with any service warranty claims regarding Products sold during the
Term.  The term “sold” shall be defined as in Section
2.3.2.

     

    5.2.2.             Unused
Product.  NASI regularly provides its customers with a partial
or full refund for any Product which is shipped but not used by
Customer.  BTL agrees to continue this course of conduct during the
Term provided that NASI shall reimburse BTL for any such Product refund provided
to customers.  Notwithstanding the foregoing, as part of Ordinary
Expenses, BTL shall bear the cost of disposal for the Product’s radioactive
material.

     

    6.          
TRANSITION PLANNING

     

    Transition
Planning.  During the Term, BTL may take actions to facilitate the
transition of all or part of the Business upon the entering of the APA,
including without limitation, relocating facilities, personnel, equipment and
other resources.  Such transition planning and preparation shall be
solely at BTL’s cost and expense, provided that BTL may use Staff in its
planning and preparation.  BTL may not make any changes to the
Business that would not be in the ordinary course of business, without NASI’s
prior written consent.

     

    7.          
REPRESENTATIONS AND WARRANTIES

     

    7.1.           NASI
Warranties.  NASI represents, warrants and covenants that (a)
it has the power and authority to convey the rights in the Intellectual Property
as contemplated hereby; (b) the Intellectual Property will not infringe or
misappropriate any patent, copyright, trade secret, or other proprietary right
of any third party or otherwise conflict with the rights of any third party; (c)
it has the right, power and authority to enter into this Agreement; (d) its
execution of this Agreement will not conflict with any contractual rights
(whether oral or written) of the Business; and (e) it will comply with all laws,
rules and regulations.

     

    
      
         

      

      
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    7.2.           BTL
Warranties.  BTL represents, warrants and covenants that (a) it
has the right, power and authority to enter into this Agreement; (b) its
execution of this Agreement will not conflict with any contractual rights
(whether oral or written) of BTL; (c) it will comply with all laws, rules and
regulations in performing the Management Services; and (d) it will perform the
Management Services in a good and workman like manner.

     

    8.          
INDEMNIFICATIONS

     

    8.1.           NASI’s Indemnity.
NASI hereby agrees to indemnify, defend and hold BTL, its officers, directors,
employees, successors and assigns, harmless from and against all costs, damages,
losses, and expenses incurred by BTL in connection with any claim, demand, suit
or cause of action by a third party arising before during or after the Term,
alleging that (a) any Product or any third party material included in the
Product infringes or misappropriates any patent, copyright, trademark, trade
secret, or other proprietary right, except to the extent caused by BTL’s acts or
omissions not consistent with operating policies and procedures existing as of
the Effective Date (b) any personal injury or death caused by a Product;
provided, that BTL shall not have made any changes to the Product; and (c)
NASI’s failure to perform obligations arising from its employment relationship
with Staff; (d) NASI’s failure to comply with applicable law and regulatory
requirements; except to the extent caused by BTL’s acts or omissions not
consistent with operating policies and procedures existing as of the Effective
Date; or (e) arising out of or in connection with the Product, including the
marketing, packaging, manufacturing or sale thereof, except to the extent caused
by BTL’s acts or omissions not consistent with operating policies and procedures
existing as of the Effective Date.

     

    8.2.           BTL’s
Indemnity.  BTL hereby agrees to indemnify, defend and hold
NASI, its officers, directors, employees, successors and assigns, harmless from
and against all costs, damages, losses, and expenses incurred by NASI in
connection with any claim, demand, suit or cause of action by a third party
arising during the Term in connection with (a) BTL’s failure to comply with
applicable legal or regulatory requirements or (b) unauthorized warranties
provided by BTL for the Products.

     

    8.3.           Responsibilities of the
Parties.  The indemnified party shall (a) notify the
indemnifying party in writing of any claim, demand, suit or cause of action for
which indemnification is requested within fifteen (15) days of receiving notice
of such claim, demand, suit or cause of action, (b) permit the indemnifying
party to control any negotiations or defense and assist the indemnifying party
at the request and expense of the indemnifying party, and (c) take all
reasonable steps to mitigate any potential damages that may
result.  The indemnified party shall consult with the indemnifying
party on a regular basis regarding the claim (including actual and anticipated
costs and expenses) and litigation strategy and shall obtain written approval of
the indemnifying party before entering into any settlement of such claim
involving (a) an admission regarding the Product or Business; or (b) the payment
of moneys for which the indemnifying party will ultimately be
responsible.

     

    9.          
LIMITATION OF LIABILITY

     

    9.1.           No Consequential
Damages. NEITHER NASI, ON THE ONE HAND, NOR BTL, ON THE OTHER HAND, WILL
BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SIMILAR
DAMAGES (INCLUDING LOST PROFITS) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN
CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS, HOWEVER CAUSED AND UNDER
WHATEVER THEORY OF LIABILITY, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     

    
      
         

      

      
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    9.2.           Exception.  Nothing
in Section 9.1 shall be deemed to exclude or limit a party’s liability with
respect to (a) death or personal or bodily injury arising as a result of any act
or omission of such party, or (b) any indemnity given by such party in Section
8.

     

    9.3.           Limited
Remedy.  Except as provided in Section 9.2 above, each party’s
total liability to the other party (in contract, tort, indemnity or otherwise)
for any acts or omissions arising from or relating to the performance of this
Agreement shall be limited to payment of actual damages, up to an aggregate
maximum equal to $25,000.  The parties agree that the provisions of
this Article 9 are reasonable in the circumstances existing as of the Effective
Date.

     

    10.       
INSURANCE

     

    10.1.        NASI
Insurance.  NASI shall carry and maintain worker’s compensation
or employer’s liability insurance covering the Staff.  NASI shall also
carry such other insurance coverage including, without limitation, comprehensive
general liability and product liablity in such amounts and against such risks as
a normally prudent person in the same or similar business or industry would
consider appropriate.

     

    10.2.        
Risk of
Loss.  NASI is responsible for all risk of loss of or damage to
the facilities, computer networks, computer data, and software, except where
such loss is caused by the willful misconduct of BTL.

     

    11.       
TERM AND TERMINATION

     

    11.1.       
Term.  The
term of this Agreement shall be the period commencing on the Effective Date and
expiring, unless sooner terminated in accordance with Section 11.1, upon the
earliest of (a) the closing of the Asset Purchase Agreement, or (b) July 31,
2009 (the “Term”).

     

    11.2.       
 Termination. 
This Agreement may be terminated by either party for material breach upon
fifteen (15) days written notice to cure.  If cure is not completed
during such fifteen (15) day period, this Agreement shall automatically
terminate.

     

    11.3.   
     Consent to
Termination.  This Agreement may be terminated at any time upon the
written consent of both parties.  

     

    12.        
EFFECT OF TERMINATION

     

    12.1.       
 General.  In
the event this Agreement is terminated for any reason other than as provided in
Section 11.1(a) above (a “Termination”), BTL shall immediately cease all use of
NASI’s trademarks and all demonstration and promotion of the Products and the
licenses granted under Sections 2.4 and 2.5 shall immediately
terminate.  In addition, BTL shall promptly return to NASI all
demonstration samples of the Products and related marketing and other materials
in BTL’s possession.

     

    
      
         

      

      
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    12.2.         Accounts
Receivable.  Upon Termination NASI shall collect all accounts
receivable arising from sales of the Product sold during the Term for the
benefit of BTL in accordance with the provisions of Section 4.2.

     

    12.3.  
      Reasonable
Assistance.  BTL shall provide to NASI the assistance
reasonably requested by NASI to enable the Business to continue without
interruption and to facilitate the orderly transfer of the Business to
NASI.

     

    12.4. 
       Termination
Assistance.  In particular, and without limiting the generality
of the preceding Sections 12.1 and 12.3 BTL shall return all customer data and
information,  all Products, any existing inventory, packaging, and
marketing materials.

     

    12.5.         Liability.  Termination
of this Agreement for any reason shall not affect (i) any liabilities or
obligations of either Party arising before such termination or out of the events
causing such termination or (ii) any damages or other remedies to which a
Party may be entitled under this Agreement, at law or in equity arising from any
breaches of such liabilities or obligations.

     

    12.6.         Costs.  Each
party shall bear its own costs and expenses associated with the re-migration of
the production services.

     

    13.        
CONFIDENTIAL INFORMATION

     

    13.1.      
  Confidential
Information.  Each undersigned party (the "Receiving Party")
understands that the other party (the "Disclosing Party") has disclosed or may
disclose information relating to the Disclosing Party's business (including,
without limitation, computer programs, names and expertise of employees and
consultants, know-how, formulas, processes, ideas, inventions (whether
patentable or not) schematics and other technical, business, financial, customer
and product development plans, forecasts, strategies and information), which to
the extent previously, presently, or subsequently disclosed to the Receiving
Party is hereinafter referred to as "Confidential Information" of the Disclosing
Party.

     

    13.2.      
  Use of
Confidential Information.  The Receiving Party
agrees:

     

    13.2.1.           to
hold the Disclosing Party's Confidential Information in confidence and to take
reasonable precautions to protect such Confidential Information (including,
without limitation, all precautions the Receiving Party employs with respect to
its confidential materials),

     

    13.2.2.        
  to not divulge any such Confidential Information or any information
derived therefrom to any third person (except consultants, subject to the
conditions stated below),

     

    13.2.3.        
  not to make any use whatsoever at any time of such Confidential
Information except in connection with the Management Services, and

     

    
      
         

      

      
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    13.2.4.      
    not to copy or reverse engineer any such Confidential
Information.

     

    13.3.         Exclusions.  Without
granting any right or license, the Disclosing Party agrees that Confidential
Information excludes information that the Receiving Party can document (1) is
(or through no improper action or inaction by the Receiving Party or any
affiliate, agent, consultant or employee) generally available to the public, or
(2) was in its possession or known by it prior to receipt from the Disclosing
Party, or (3) was rightfully disclosed to it by a third party without
restriction, provided the Receiving Party complies with any restrictions imposed
by the third party, or (4) was independently developed without use of any
Confidential Information of the Disclosing Party by employees of the Receiving
Party who have had no access to such information.  The Receiving Party
may make disclosures required by court order, provided the Receiving Party uses
reasonable efforts to limit disclosure and to obtain confidential treatment or a
protective order and has allowed the Disclosing Party to participate in the
proceeding.

     

    13.4.         Return of Confidential
Information.  Immediately upon (i) termination or expiration of
this Agreement, or (ii) a request by the Disclosing Party at any time (which
will be effective if actually received or three days after mailed first class
postage prepaid to the Receiving Party), the Receiving Party will turn over to
the Disclosing Party all Confidential Information of the Disclosing Party and
all documents or media containing any such Confidential Information and any and
all copies or extracts thereof.

     

    13.5.         Miscellaneous.  The
Receiving Party acknowledges and agrees that due to the unique nature of the
Disclosing Party's Confidential Information, there can be no adequate remedy at
law for any breach of its obligations hereunder, that any such breach may allow
the Receiving Party or third parties to unfairly compete with the Disclosing
Party resulting in irreparable harm to the Disclosing Party, and therefore, that
upon any such breach or any threat thereof, the Disclosing Party may be entitled
to appropriate equitable relief.

     

    14.       
MISCELLANEOUS

     

    14.1.       
Non-Solicitation.  Except
as may be provided in the APA, during the Term and for a period of two (2) years
thereafter, NASI shall not directly or
indirectly solicit the engagement of any Staff; provided that nothing herein
shall restrict or preclude NASI from making generalized searches for employees
by use of advertisements in the media (including trade media) or through
recruiting firms that are not targeted specifically at the Staff.

     

    14.2.        
Force
Majeure.  Neither NASI nor BTL shall be deemed in default of
this Agreement to the extent that performance of its obligations or attempts to
cure any breach are delayed or prevented by reason of any act of God, fire,
natural disaster, accident, act of government, sabotage of material or supplies
or any other cause beyond the control of such party (“Force Majeure”), provided
that such party gives the other party written notice thereof promptly and, in
any event, within fifteen (15) days of discovery thereof.

     

    14.3.        
Assignment.
This Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns, provided, however, that no
assignment shall relieve the assignor of any of its obligations
hereunder.  This Agreement shall not be assigned by either party
without the prior written consent of the other party (such consent not to be
unreasonably withheld or delayed), except BTL shall be entitled to assign to
entities under its common control without consent of NASI.

     

    
      
         

      

      
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    14.4.         Modification. 
This Agreement can only be modified by a written agreement duly signed by
persons authorized to sign agreements on behalf of each of the
parties.

     

    14.5.         Notices.  All
communications required to be sent or given under the Agreement will be in
writing and will be duly given and effective upon confirmation of delivery if
mailed by certified mail return receipt requested or sent via a nationally
recognized overnight courier service or by electronic mail as
follows:

     

    


    
      
        
          	
                  If
      To NASI.

                	
                  If
      To BTL.

                
	
                  North
      American Scientific, Inc.

                	
                  Best
      Medical International, Inc.

                
	
                  20200
      Sunburst Street

                	
                  7643
      Fullerton Road

                
	
                  Chatsworth,
      California 91311

                	
                  Springfield,
      Virginia 22153

                
	
                  Attention:
      John Rush, President

                	
                  Attention:
      Krishnan Suthanthiran, President

                
	
                  john.rush@nasmedical.com

                	 
      
	 
      	 
      
	 
      	 
      
	
                  With A Copy To.

                	
                  With A Copy To.

                
	
                  Stradling
      Yocca Carlson & Rauth

                	
                  Best
      Medical International, Inc.

                
	
                  660
      Newport Center Drive, 16th Floor

                	
                  7643
      Fullerton Road

                
	
                  Newport
      Beach, California 92660

                	
                  Springfield,
      Virginia 22153

                
	
                  Attention:
      Bruce Feuchter, Esq.

                	
                  Attention:
      Shawn R. Weingast, Esq.

                
	
                  feuchter@sycr.com

                	
                  General
      Counsel

                
	 
      	
                  sweingast@best-medical.com

                


        

      

    

    


     

    14.6.        
Independent
Contractors.  NASI, on the one hand, and BTL, on the other hand,
shall be deemed to have the status of independent contractors, and nothing in
this Agreement shall be deemed to place them in the relationship of
employer-employee, principal-agent, or partners or joint venturers.

     

    14.7.         Governing Law. 
This Agreement shall be governed by the substantive laws of the State of
California without regard to conflict-of-laws issues.

     

    14.8.         Survival.  The
provisions of Articles 4, 5, 8, 9 and 12 and Sections 14.1 and 14.5 shall
survive termination and expiration of the Agreement.

     

    14.9.         Waiver.  Any
waiver of any right or default hereunder shall be effective only in the instance
given and shall not operate as or imply a waiver of any similar right or default
on any subsequent occasion.

     

    
      
         

      

      
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    14.10.       Severability.  No
determination by a court of competent jurisdiction that any term or provision of
this Agreement is invalid or otherwise unenforceable shall be enforced in
accordance with their terms.

     

    14.11.       Counterparts and
Form.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.  Facsimile and
electronic scanned versions of this Agreement shall be deemed
originals.

     

    14.12.       Titles and
Captions.  Section headings are used for convenience and shall
not affect the interpretation or construction of any provision of this
Agreement.

     

    14.13.       Entire
Agreement.  This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements, negotiations and understandings, oral or
written.  NASI understands and agrees that no representations as to
the management or operations as well as the sales and marketing of the Products
are made by BTL other than as expressly stated in this Agreement.

     

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    INTENDING
TO BE BOUND the parties have executed this Agreement as of the day and year
first above written.

     

    
      
        
          
            
              
                
                  
                    	
                            Best
      Theratronics, Ltd.

                          	
                            )

                          	 
	 
      	 
      	
                            )

                          	 
	 
      	 
      	
                            )

                          	 
	
                            By:

                          	
                                
      

                          	
                            )

                          	 
	 
      	
                            Name:

                          	
                            )

                          	 
	 
      	
                            Title:

                          	
                            )

                          	 
	 
      	 
      	
                             
      

                          	 
	 	 	 	 
	 	 	 	 
	
                            North
      American Scientific, Inc.

                          	
                            )

                          	 
	 
      	 
      	
                            )

                          	 
	 
      	 
      	
                            )

                          	 
	
                            By:

                          	
                               
      

                          	
                            )

                          	 
	 
      	
                            Name:

                          	
                            )

                          	 
	 
      	
                            Title:

                          	
                            )

                          	 


                  

                

              

            

          

        

      

    

    


     

    


     

     

    
      
         

      

      
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