Exhibit
10.23


 


AGREEMENT
OF SETTLEMENT AND MUTUAL RELEASE


 


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


 


STATEMENT
OF DISPUTE AND COURSE OF PROCEEDINGS


 


On or about March 1, 2004, Parker/Hunter
filed a Complaint against NOMOS in the Court of Common Pleas of Alleghany
County, Pennsylvania at G.D. No. 03-23745 alleging the breach by NOMOS of an
agreement dated June 2, 2000 (the “Action”).  An amended complaint was subsequently
filed.  NOMOS filed an answer denying all
substantive allegations of liability.  In
May of 2004, NOMOS became a wholly owned subsidiary of North American
Scientific, Inc.


 


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


 


TERMS AND
CONDITIONS


 


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


 


Mellon Bank


Pittsburgh, PA


ABA # 043000261


for the Account of Parker/Hunter Incorporated


Account # 1296325


For further credit to account #45601263-0000


Attention: Melissa A. Berger


 


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


 





















 


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


 


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


 


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


 


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damages or interest, prejudgment or postjudgment, on such damages,
which arose prior to the date of the execution of this Agreement, including but
not limited to any claims that either were or could have been asserted in the
Action.


 


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


 


6.                                       The parties
represent that they have not heretofore assigned or transferred, or purported
to assign or transfer, to any person or entity, any of the claims stated in the
Action or any of the claims released herein.


 


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


 


8.                                       This Agreement
shall be construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to any conflict of law provisions.


 


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


 


10.                                 All parties declare
that the terms of this Agreement have been completely read and are fully
understood and voluntarily accepted by them for the purpose of making a full
and


 


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final
compromise, adjustment and settlement of any and all claims, disputed or
otherwise, as set forth above.


 


11.                                 All parties acknowledge that this Agreement
has been reviewed by counsel and that all parties enter into this Agreement
willingly and having been fully advised by counsel.


 


12.                                 This Agreement is the complete agreement
between the parties in the Action and there are no written or oral
understandings or agreements directly or indirectly connected with this
Agreement that are not incorporated herein. 
This Agreement may not be changed orally.


 


13.                                 This Agreement may be executed in multiple
originals and in counterparts.  Each
counterpart when executed shall be deemed to be an original, and such
counterparts collectively shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, with the intent to be legally
bound hereby, we have executed this Agreement of Settlement and Mutual Release
as of the dates indicated below.


 


	
   

  	
  PARKER/HUNTER INCORPORATED

  
	
  [SEAL]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/  Boyd S. Murray

  	
   

  
	
   

  	
   

  	
  Name: Boyd S. Murray

  
	
   

  	
   

  	
  Title: Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  7-30-04

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOMOS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/ Judith Hale

  	
   

  	
  By:

  	
  /s/  John W. Manzetti

  	
   

  
	
   

  	
   

  	
  Name:  John W. Manzetti

  
	
   

  	
   

  	
  Title:    PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  8-04-04

  	
   

  



 


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