December
31, 2008

    


    Mr. Brett
L. Scott, CPA

    420 S.
Fernhill Lane

    Anaheim,
CA 92807

    


    


    Dear
Brett:

    


    North
American Scientific, Inc. (the “Company”) is proposing to amend the paragraph in
your offer letter (“Offer Letter”) dated June 26, 2008, discussing your
eligibility to receive six (6) months of salary continuation in the event that
you are terminated by the Company for reasons other than for cause, solely to
comply with Section 409A of the Internal Revenue Code (the
“Code”).  Section 409A of the Code governs nonqualified deferred
compensation plans, including severance arrangements, and imposes fairly
stringent penalties (e.g., a 20% excise tax) on employees under such
arrangements if the arrangements do not comply with various rules regarding the
form and timing of payments.  Consistent with the requirements under
Section 409A of the Code, in the first amending paragraph below, we have
clarified that your salary continuation payments will be paid in equal
installments on the Company’s regular payroll dates.

    


    Section
409A of the Code also imposes specific requirements on severance pay
arrangements for “specified employees” of publicly traded companies (e.g. key
employees such as yourself).  In general, unless certain exceptions
apply, Section 409A of the Code requires that severance pay be delayed for six
(6) months following a separation from service (the “Six Month Delay
Rule”).  Section 409A of the Code allows a certain amount of severance
pay (currently $460,000) to be paid prior to six (6) months after a separation
from service as long as the severance is payable only upon an involuntary
termination (“Involuntary Termination Exception”).  Since your
severance is payable only in the event that the Company terminates your
employment for reasons other than for cause, and given your current annual
salary of $220,000, your severance arrangement should be covered by the
Involuntary Termination Exception.  Nonetheless, since your annual
salary may increase over the years, Section 409A of the Code still requires that
the Six Month Delay Rule be expressly stated in the written
agreement.  Therefore, the second amending paragraph below
incorporates the Six Month Delay Rule into your Offer Letter.

    


    This
letter agreement (“Agreement”) amends, restates, and supersedes your Offer
Letter solely as provided herein. The sixth paragraph of your Offer Letter,
discussing your eligibility to receive six (6) months of salary continuation in
the event that you are terminated by the Company for reasons other than for
cause, is hereby amended and restated in its entirety to read as
follows:

    


    “All employment with the Company is
at-will as provided by California law. This means that either party may
terminate the employment relationship at any time with or without notice or
cause. In the event that you incur a Separation from Service (within the meaning
of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended
(the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from
Service”) by reason of a termination of your employment by the Company for
reasons other than for cause, with cause being defined as a material breach of
this offer letter or company policy, you will be eligible to receive severance
compensation in an amount equal to six (6) months salary (“Severance Payments”).
The Severance Payments shall be payable in equal installments over such six (6)
month period on the regular payroll dates of the Company in accordance with the
Company’s payroll practices as in effect on the date of your Separation from
Service, and subject to applicable tax withholding.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Notwithstanding
anything to the contrary in this offer letter, if at the time of your Separation
from Service with the Company, you are a “specified employee” as defined in
Section 409A of the Code, as determined by the Company in accordance with
Section 409A of the Code, and the deferral of the commencement of any payments
or benefits otherwise payable hereunder as a result of such Separation from
Service is necessary in order to prevent any accelerated or additional tax under
Section 409A of the Code, then the Company will defer the commencement of the
payment of any such payments or benefits hereunder (without any reduction in the
payments or benefits ultimately paid or provided to you) until the date that is
at least six (6) months following your Separation from Service with the Company
(or the earliest date permitted under Section 409A of the Code), whereupon the
Company will pay you a lump-sum amount equal to the cumulative amounts that
would have otherwise been previously paid to you under this offer letter during
the period in which such payments or benefits were
deferred.  Thereafter, payments will resume in accordance with the
offer letter.”

    


    This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which shall constitute one Agreement. Except as
specifically amended by this Agreement, all terms and conditions of your Offer
Letter shall remain in full force and effect.

    


    In
Witness Whereof, the parties have executed this Agreement on the day and year
first above written.

    


    


    NORTH
AMERICAN SCIENTIFIC, INC.

    


    


    


    
      
        
          
            	
                    /s/ John Rush

                  	 
	
                    John
      Rush

                  	 
	
                    President
      and Chief Executive
Officer

                  


          

        

      

    

    


    


    


    


    AGREED
AND ACCEPTED:

    


    


    


    


    
      
        
          	
                  /s/ Brett L. Scott

                	 
	
                  Brett
      L. Scott