Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (“Agreement”) is entered into March 22, 2007, but not to
      take effect until the Effective Date (as defined in Section 1(d) below) by
      and
      between John Rush, an individual (“Executive”), and North American Scientific,
      Inc., a Delaware corporation (the “Company”).

     

    WHEREAS,
      the Company desires to engage Executive as the President and Chief Executive
      Officer of the Company; and 

     

    WHEREAS,
      Executive desires to be employed by the Company, in such capacity, and to assume
      the duties and responsibilities set forth in this Agreement; 

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained below, the parties
      agree as follows:

     

    1. Employment
      by the Company and Term.

     

    (a) Position.
      Subject
      to the terms herein, the Company agrees to employ Executive as President and
      Chief Executive Officer, and Executive hereby accepts such employment. Executive
      shall render such other services for the Company and entities controlled by,
      under common control with or controlling, directly or indirectly, the Company,
      and to successor entities and assignees of the Company (“Company Affiliates”) as
      the Company may from time to time reasonably request and as shall be consistent
      with the duties Executive is to perform for the Company and with Executive’s
      experience. During the term of his employment with the Company, Executive will
      devote his full time and use his best efforts to advance the business and
      welfare of the Company, and will not engage in any other employment or business
      activities for any direct or indirect remuneration that would be harmful or
      detrimental to, or that may compete with, the business and affairs of the
      Company, or that would interfere with the performance of his duties hereunder.
      Notwithstanding the immediately preceding sentence, with prior notice to and
      approval by the Company’s Board of Directors (the “Board”), which approval shall
      not be unreasonably withheld, Executive may serve on the Board of Directors
      for
      up to two other public (or private) companies, provided that such companies
      are
      not, and are not reasonably likely to become, direct competitors with the
      Company. 

     

    (b) Duties.
      Employee
      shall have the responsibilities and duties as set forth in the bylaws of the
      Company and such other duties commensurate with the position of chief executive
      officer of entities comparable to the Company, including responsibility for
      overseeing the implementation of all resolutions adopted by the Board, general
      supervision over the Company’s business and financial affairs and its other
      officers, employees, agents and representatives, and such other supervisory
      duties as may reasonably be assigned to him by the Board.

     

    (c) Company
      Policies. The
      employment relationship between the parties shall be governed by the general
      employment policies and practices of the Company, including but not limited
      to
      those relating to protection of confidential information and assignment of
      inventions, except that when the terms of this Agreement differ from or are
      in
      conflict with the Company’s general employment policies or practices, this
      Agreement shall control.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d) Term.
      This
      Agreement shall become effective on the day Executive commences employment
      with
      the Company (“Effective Date”). Thereafter, Executive’s employment shall be
      at-will, and either party may terminate such employment at any time, for any
      reason, with or without notice, subject to the terms of Section 8 below
      (“Term”). Executive acknowledges that certain provisions of this Agreement,
      including without limitation Sections 9 through 13, survive termination of
      employment and termination of this Agreement.

     

    2. Compensation
      and Benefits.

     

    (a) Salary.
      Effective
      on the Effective Date, Executive shall receive for services rendered hereunder
      a
      salary at a rate of Three Hundred and Fifty Thousand Dollars ($350,000.00)
      per
      annum, payable in accordance with Company’s policies and practices for payment
      of salary to salaried employees (the “Base Salary”). The Base Salary will be
      reviewed annually by and shall be subject to adjustment at the sole discretion
      of the Board or the Compensation Committee thereof. 

     

    (b) Participation
      in Benefits Plans. During
      the term hereof, Executive shall be entitled to participate in any group
      insurance, hospitalization, medical, dental, health, accident, disability or
      similar plan or program of the Company now existing or established hereafter
      to
      the extent that he is eligible under the general provisions thereof.
      Notwithstanding the immediately foregoing, nothing herein shall preclude the
      Company from terminating or modifying any such benefit plan or program.
      Executive shall also participate in all fringe benefits offered generally by
      the
      Company to its executives.

     

    (c) Vacation.
      Executive
      shall be entitled to a period of annual vacation time equal to five (5) weeks
      per 12- month period, to accrue pro
      rata during
      the course of each such 12- month period. The days selected for Executive’s
      vacation must be mutually and reasonably agreeable to Company and Executive.
      In
      no event shall Executive’s total accrued vacation exceed eight (8) weeks.
      Whenever Executive’s total accrued vacation has reached the maximum of eight (8)
      weeks, Executive will stop accruing any further vacation and will only resume
      accruing vacation when and to the extent the Executive’s total accrued vacation
      is reduced below the maximum of eight (8) weeks. 

     

    3. Annual
      Bonuses.  Executive
      shall be eligible to receive an annual bonus (based on the Company’s fiscal year
      ending October 31) in an amount, if any, of up to 60% of his Base Salary of
      each
      year or portion thereof during which the Executive is employed hereunder, based
      upon the achievement by the Company and/or Executive of performance
      goals and objectives established annually by the Board or the Compensation
      Committee thereof in consultation with the Executive (“Performance Goals”), as
      determined by the Company’s Compensation Committee.
      With
      respect to the period which begins on the Effective Date and ends on the last
      day of the fiscal year that includes the Effective Date, Executive shall be
      eligible to receive a bonus in an amount no less than 30% of his annualized
      Base
      Salary, multiplied by a fraction, the numerator of which is the number of days
      in the such period and the denominator of which is 365.

     

    
      
         

      

      
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    4. Stock
      Options. 

     

    (a) Grant
      of Options. On
      the
      Effective Date, the Company shall cause to be issued to Executive options with
      respect to 1,800,000 shares of common stock of the Company, such options to
      be
      exercisable at a price equal to the fair market value per share of Company
      common stock as of the grant date, as determined under the North
      American Scientific, Inc. 2006 Stock Plan (the “Company’s Stock
      Plan”).
      Options
      with respect to 600,000
      of the 1,800,000 shares shall be granted under the Company’s Stock Plan and
      shall be incentive stock options (ISOs) to the maximum extent permissible and
      the remainder shall be non-statutory options (NSOs) (together, “Plan Options”).
      The options
      with respect to the
      remaining 1,200,000 shares shall be granted as a stand-alone grant outside
      of
      the Company’s Stock Plan and will be NSOs (“Non-Plan Options”). “Options” shall
      refer to both Plan Options and Non-Plan Options. 

     

    (b) Option
      Terms. Both
      the
      Plan Options and the Non-Plan Options shall have a term of ten (10)years, and
      shall vest ratably on the monthly anniversary of the Effective Date, beginning
      with the first such monthly anniversary, with
      full
      vesting to occur on the fourth annual anniversary of the Effective Date.
Plan
      Options and Non-Plan Options shall remain exercisable until the earlier of
      the
      expiration of the term of the Option or (i) three (3) months following
      Executive’s Termination Date (as defined below) in the case of termination for
      reasons other than Cause, death or Disability (as such terms are defined below)
      or (ii) 12 months following Executive’s Termination Date in the case of
      termination on account of death or Disability. In the event that Executive’s
      employment is terminated for Cause, all outstanding options, whether vested
      or
      not, shall immediately lapse.

     

    (c) Tandem
      SAR.
      Each
      Plan Option and each Non-Plan Option will be granted in tandem with an stock
      appreciation right (SAR), which SAR shall remain outstanding until such time
      as
      the authorized shares of the Company have increased to at least 60,000,000.
      Under the SAR, if an Option is exercised prior to the time that the authorized
      shares have reached this level, the Company, in its sole discretion, may elect
      to settle the exercise in cash or in shares. Once the authorized shares have
      reached this level, the SAR and the Company’s ability to elect to settle in cash
      shall lapse.

     

    (d) Additional
      Grant in Event of Equity Increase..
      In the
      event that within a period of 24 months of the Effective Date, the Company
      issues additional shares of stock in connection with a transaction, the
      principal purpose of which is to raise cash by the sale of its securities in
      a
      private placement, Executive shall be granted, as of the closing date of such
      transaction, options with respect to an additional number of shares equal to
      three percent (3%) of the number of shares (not including any warrants or
      options) of Company common stock issued on such date in connection with such
      transaction (the “Additional Options”), such Additional Options to be granted at
      the fair market value (as determined under the Company’s Stock Plan) on the date
      of such transaction, and to be granted subject to vesting, exercisability and
      termination provisions as set forth in subparagraph (b) above, based on a grant
      date which is the closing date of the transaction giving rise to the grant
      of
      the Additional Options, rather than the Effective Date.

     

    5. Reasonable
      Business Expenses and Support. Executive
      shall be reimbursed for documented and reasonable business expenses in
      connection with the performance of his duties hereunder. Executive shall be
      furnished reasonable office space, assistance and facilities suitable to and
      appropriate for his position and responsibilities.

     

    
      
         

      

      
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    6. Living
      and Related Travel Expenses. Upon
      submission of itemized expense statements in the manner specified by the Company
      with respect to travel and business expenses, Executive shall be entitled to
      reimbursement of up to $40,000, in the aggregate, for reasonable out-of-pocket
      living and related travel expenses incurred during the period prior to the
      time
      that Executive relocates to the Los
      Angeles, California
      area.

     

    7. Legal
      Expenses. All
      reasonable legal fees and expenses (not to exceed $2,500.00) incurred by
      Executive in connection with his negotiations to become affiliated with the
      Company, including the negotiation and preparation of this Agreement, shall
      be
      paid by the Company.

     

    8. Termination
      of Employment. The
      date
      on which Executive’s employment by the Company ceases for any reason, whether
      voluntary or involuntary, shall be defined herein as the “Termination Date.”
Except as specifically provided below, upon the Executive’s termination of
      employment for any reason, the Company shall pay to Executive (i) Base Salary
      earned by Executive through the Termination Date and unpaid at such date, plus
      (ii) credit for any vacation earned by Executive but not taken at the date
      of
      Executive’s termination, plus (iii) all other amounts earned by Executive and
      unpaid as of such termination date.

     

    (a) Termination
      By Company for Reasons other than Cause, Death or Disability; Termination by
      Executive for Good Reason.
      If the
      Company terminates Executive’s employment for any reason other than Executive’s
      death, Disability or Cause, or (b) Executive resigns for Good Reason, the
      Company will continue to pay Executive his Base Salary in effect on the
      Termination Date for a period ending 12 months following the Termination Date,
      such payments to be made in accordance with the Company’s standard payroll
      practices for salaried employees. 

     

    (i) Definition
      of Cause. “Cause”
      means the occurrence or existence of any of the following with respect to
      Executive, as determined by a majority of the disinterested directors of the
      Board: (a) gross negligence or willful misconduct in the performance of
      Executive’s duties; (b) willful, material and repeated breach by Executive of
      any of his material obligations hereunder which remains uncured after the lapse
      of 15 days following the date that the Company has given Executive written
      notice thereof; (c) any act of misappropriation, embezzlement, intentional
      fraud
      or similar conduct involving the Company or any of its Affiliates; (d) the
      violation of any federal, state or local law or any act of moral turpitude
      which
      has a material adverse impact on the business, reputation or operation of the
      Company or on Executive’s ability to perform his duties under this Agreement;
      (e) intentional infliction of any damage of a material nature to the business
      or
      any property of the Company or any of its Affiliates; or (f) the repeated
      non—prescription abuse of any controlled substance or the repeated abuse of
      alcohol or any other non—controlled substance which, in any case described in
      this clause, the Board reasonably determines has a material adverse impact
      on
      the Executive’s ability to serve in his capacity as an officer or employee of
      the Company or it Affiliates. 

     

    
      
         

      

      
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    (ii) Definition
      of Resignation for Good Reason.
      A
“Resignation for Good Reason” shall mean a termination of the employment
      relationship by Executive after (i) an unwarranted material diminution by the
      Company in Executive’s position or responsibilities without Executive’s consent,
      or (ii) a reduction in Executive’s Base Salary, provided that within 30 days of
      any such alleged diminution or reduction, Executive provides the Company with
      written notice of the basis for his claim that he has Good Reason to terminate
      his employment and a period of at least 15 days to cure. 

     

    (iii) Definition
      of Disability.“Disability”
means
      an accident, illness, injury or other medical condition that
      renders Executive unable to perform the essential functions of his position,
      even with reasonable accommodation, which is expected to result in a prolonged
      absence from employment, as defined by and determined by the Board.


     

    (b) Control
      Termination. In
      the
      event of a Control Termination (as defined below), the Company will (i) continue
      to pay Executive his Base Salary in effect on the Termination Date for a period
      ending 12 months following the Termination Date (the “Change of Control Benefit
      Period”), such payments to be made in accordance with the Company’s standard
      payroll practices for salaried employees, and (ii) continue
      Executive’s group health benefits which the Employer maintains, from time to
      time, for its senior executives and their families, under the same terms and
      conditions, including payment of any required employee contributions therefor,
      as may generally apply (including any limitation or termination of coverage
      of
      non-spouse dependents after a stated age), to the extent such can be continued
      under the terms of the governing plans) for the Change in Control Benefit
      Period;.
      In
      addition, Executive shall, as of the date of the Control Termination, become
      fully vested in any unvested Options previously granted to him. 

     

    (i) Definition
      of Control Termination.
      The
      term “Control Termination” shall mean: (i) a termination of this Agreement and
      Executive’s employment by the Company or the Executive immediately prior to or
      concurrent with a Change of Control (as defined below) if Executive is not
      employed by the successor entity after such Change in Control; or (ii)
      resignation by the Executive within 90 days after a “Change of Control” of the
      Company upon the occurrence of an event that constitutes “Good
      Reason”.

     

    (ii) Definition
      of Change in Control.
      The
      term “Change of Control” shall mean a change in control of the Company of a
      nature that would be required to be reported in response to Item 6(e) of
      Schedule 14A of Regulation 14A promulgated under the Securities and Exchange
      Act
      of 1934 (the “Act”) or, if Item 6(e) is no longer in effect, any regulations
      issued by the Securities and Exchange Commission pursuant to the Act which
      serve
      similar purposes; provided that, without limitation, such a change in control
      shall be deemed to have occurred if and when either 

     

    (A) (i) any
      “person” (as such term is used in sections 13(d) and 14(d) of the Act) is or
      becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated
      under the Act), directly or indirectly, of securities of the Company
      representing 50% or more of the combined voting power of the Company’s then
      outstanding securities entitled to vote with respect to the election of its
      Board of Directors, and

     

    
      
         

      

      
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    (ii) as
      the
      result of the foregoing transaction or events, individuals who were members
      of
      the Board immediately prior to any such transaction or event shall not
      constitute a majority of the Board of Directors following such transaction
      or
      event; or

     

    (B) any
      sale,
      lease, exchange or other transfer (in one transaction or a series of related
      transactions) of all, or substantially all, of the assets of the
      Company.

     

    (c) Release
      of Claims. The
      payment of any severance payments or benefits under Section 8 of this Agreement
      shall be subject to Executive signing an agreement reconfirming his
      post—employment obligations contained in this Agreement and releasing the
      Company and all related parties from any claims, such agreement to be prepared
      by the Company or its designee.

     

    (d) Compliance
      With IRC Section 409A.
      Notwithstanding anything contained hereunder, Executive agrees that if necessary
      to comply with section 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”), as determined by the Company in its reasonable discretion, any and
      all payments under this Section 8 will be deferred until six (6) months after
      the Termination Date, and any amounts that would otherwise would have been
      paid
      during such six (6)-month period will be paid instead as a lump sum at the
      end
      of the such six (6)-month period. 

     

    9. Gross
      Up Payments.

     

    (a) Parachute
      Payments.
      To the
      extent that any amount payable to Executive (hereunder or otherwise) alone
      or
      together with other compensation constitutes a “parachute payment” within the
      meaning of section 280G of the Code that would result in some or all of the
      compensation owed being characterized as “excess parachute payments” (as defined
      under section 280G of the Code), and would, therefore, be subject to an excise
      tax under section 4999 of the Code (the “Excise Tax”), the Company shall pay to
      the Executive, at the time specified below, an additional amount (the “Parachute
      Gross-Up Payment”), such that the net amount retained by Executive, after
      deduction of the Excise Tax and any federal, state and local income tax,
      including the Excise Tax on the Gross-Up Payment and any interest, penalties
      or
      additions to tax payable by the Executive with respect thereto, shall be equal
      to the total present value (using the applicable federal rate as defined in
      section 1274(d) of the Code) of the compensation in the nature of parachute
      payments at the time such payments are to be made. 

     

    (b) Non-Qualified
      Deferred Compensation.
      To the
      extent that any amount or benefit payable to Executive hereunder is determined
      to be includible in gross income under section 409A of the Code, and regulations
      thereunder and would, therefore, be subject to under section 409A(a)(1)(B)
      of
      the Code (the “Additional Amounts”), the Company shall pay to the Executive, at
      the time specified below, an additional amount (the “409A Gross-Up Payment”),
      such that the net amount or benefit retained by Executive, after deduction
      of
      the Additional Amount and any federal, state and local income tax on such 409A
      Gross-Up Payment, including any Additional Amount on the 409A Gross-Up Payment
      and any interest, penalties or additions to tax payable by the Executive with
      respect thereto, shall be equal to the compensation in the nature of
      non-qualified deferred compensation subject to section 409A, at the time such
      payments or benefit become includible in gross income under section 409A of
      the
      Code. 

     

    
      
         

      

      
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    (c) Determinations.
      Unless
      the Company and the Executive otherwise agree in writing, any determination
      required under this Section 9 shall be made in writing by nationally recognized
      independent public accountants agreed to by the Company and Executive (the
      “Accounting Firm”), whose determination shall be conclusive and binding upon
      Executive and the Company for all purposes. For purposes of determining the
      amount of any Parachute Gross-Up Payment and any 409A Gross-Up Payment
      (collectively, the “Gross-Up Payments” and each a “Gross-Up Payment”), and
      unless otherwise agreed by the Company, the Executive and the Accounting Firm,
      the Executive shall be deemed to pay federal income taxes at the highest
      marginal rates of taxation applicable to individuals as are in effect in the
      calendar year in which the Gross-Up Payment is to be made and state and local
      income taxes at the highest marginal rates of taxation applicable to individuals
      as are in effect in the state and locality of the Executive’s residence, and/or
      any other state or locality that may be applicable, in the calendar year in
      which the Gross-Up Payment is to be made, net of the maximum reduction in
      federal income taxes that can be obtained from deduction of such state and
      local
      taxes, taking into account any limitations applicable to individuals subject
      to
      federal income tax at the highest marginal rates. For purposes of making the
      calculations required by this Section 9, the Accounting Firm may rely on
      reasonable, good faith interpretations concerning the application of sections
      280G and 4999 of the Code and section 409A of the Code. The Company and the
      Executive shall furnish to the Accounting Firm such information and documents
      as
      the Accounting Firm may reasonably request in order to make a determination
      hereunder. 

     

    (d) Time
      of Payment.
      The
      Gross-Up Payments provided for in Section 9(a) and (b) above shall be made
      upon
      the earlier of (i) (A) the payment to the Executive of compensation in the
      nature of a parachute payment, in the case of a Parachute Gross-Up Payment,
      or
      (B) the day on which an amount becomes non-qualified deferred compensation
      subject to section 409A of the Code and includible in Executive’s gross income,
      in the case of a 409A Gross-Up Payment, or (ii) the imposition upon the
      Executive or payment by the Executive of any Excise Tax or Additional Amounts,
      as the case may be.

     

    (e) Adjustments.
      If it
      is established pursuant to a final determination of a court or an Internal
      Revenue Service proceeding that the Excise Tax and/or
      Additional Amounts is
      less
      than the amount taken into account under Section 9(a) and/or (b) above, the
      Executive shall repay to the Company within thirty (30) days of Executive’s
      receipt of notice of such final determination the portion of the Gross-Up
      Payment attributable to such reduction (plus the portion of the Gross-Up Payment
      attributable to any Excise Tax and/or Additional Amounts and federal, state
      and
      local income taxes imposed on the Gross-Up Payment being repaid by the
      Executive, if such repayment results in a reduction in Excise Tax and/or
      Additional Amounts or a federal, state and local income tax deduction) plus
      any
      interest received by the Executive on the amount of such repayment. If it is
      established pursuant to a final determination of a court or an Internal Revenue
      Service proceeding that the Excise Tax and/or Additional Amounts exceeds the
      amount taken into account under Section 9(a) or (b) above (including by reason
      of any payment the existence or amount of which cannot be determined at the
      time
      of the Gross-Up Payment), the Company shall make any additional Gross-Up Payment
      in respect of such excess within thirty (30) days of the Company’s receipt of
      notice of such final determination.

     

    
      
         

      

      
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    (f) Limitation.
      No
      Gross-Up Payment shall be made in respect to any regular income taxes or
      employment taxes except to the extent attributable to such taxes on a Gross-Up
      Payment.

     

    10. Proprietary
      Information Obligations. During
      the term of employment under the Agreement, Executive will have access to and
      become acquainted with the Company’s and the Company Affiliates’ confidential
      and proprietary information, including, but not limited to, information or
      plans
      regarding the Company’s and Company Affiliates’ customer relationships;
      personnel, sales, marketing, and financial operations and methods; trade
      secrets; business plans; research and development; formulas; devices; secret
      inventions; processes; and other compilations of information, records, and
      specifications (collectively “Proprietary Information”). Executive shall not
      disclose any of the Company’s or the Company’s Affiliates’ Proprietary
      Information directly or indirectly, or use it in any way, either during the
      term
      of this Agreement or at any time thereafter, except as required in the course
      of
      his employment for the Company or as authorized in writing by the Company.
      All
      files, records, documents, computer—recorded information, drawings,
      specifications, equipment and similar items relating to the business of the
      Company or the Company’s Affiliates, whether prepared by Executive or otherwise
      coming into his possession, shall remain the exclusive property of the Company
      or the Company’s Affiliates, as the case may be, and shall not be removed from
      the premises of the Company under any circumstances whatsoever without the
      prior
      written consent of the Company, except when (and only for the period) necessary
      to carry out Executive’s duties hereunder, and if removed shall be immediately
      returned to the Company upon any termination of his employment or at any other
      time that the Company may request; provided, however, that Executive may retain
      copies of documents reasonably available to the Company’s shareholders generally
      and any documents that were personally owned, which copies and the information
      contained therein Executive agrees not to use for any business purpose.
      Notwithstanding the foregoing, Proprietary Information shall not include
      information which is or becomes generally public knowledge except through
      disclosure by the Executive in violation of this Agreement or the wrongful
      act
      of any third party, and (ii) information that may be required to be disclosed
      by
      applicable law.

     

    11. Non—Solicitation.
      From
      the
      Execution Date of this Agreement through the date one (1)year after the
      Termination Date, Executive will not on his own behalf or on behalf of an other
      person or entity, without the express written consent of the Board, solicit
      or
      attempt to solicit, induce or encourage any then current employee, customer,
      business relation, service provider or representative of the Company to
      terminate or modify his, her or its employment or business relationship with
      the
      Company. 

     

    12. Inventions.
      Executive
      will, during the period of his employment, disclose to the Company promptly
      and
      fully all Inventions made or conceived by the Executive (either solely or
      jointly with others), including but not limited to Inventions which relate
      to
      the business of the Company or Company Affiliates or the Company’s or the
      Company Affiliates’ actual or anticipate research or development, or result from
      work performed by him for the Company or the Company Affiliates. All Inventions
      and all records related to Inventions, whether or not patentable, shall be
      and
      remain the sole and exclusive property of the Company. “Inventions” means all
      inventions, discoveries, processes, improvements, designs, developments, and
      ideas, and all know—how related thereto. Executive hereby assigns and agrees to
      assign to the Company or its designee all of his rights to Inventions and any
      patents, trademarks, or copyrights which may be issued with respect to
      Inventions. Executive further acknowledges that all work shall be work made
      for
      hire. During and after the term of this Agreement, Executive agrees to assist
      the Company, without charge to the Company but at its request and expense,
      to
      obtain and retain rights in Inventions, and will execute all appropriate related
      documents at the request of the Company or its designee.

     

    
      
         

      

      
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    Executive
      understands that this Section 12 shall not apply to any invention for which
      no
      equipment, supplies, facilities, trade secret, or other confidential information
      of the Company or Company Affiliates was used and which was developed entirely
      on his own time, and does not relate to the business of the Company or Company
      Affiliates, its actual or anticipated research, and does not result from any
      work performed by him for the Company or Company Affiliates.

     

    13. Deliveries
      to Company.

     

    (a) Executive
      shall promptly notify the Board of any claims that he has against the Company
      during the term of this Agreement. 

     

    (b) Upon
      termination of this Agreement and Executive’s employment for any reason, and
      except as specifically provided herein or as consented to by the Board in
      writing, Executive shall deliver to the Company (i) all the books, records,
      documents, Proprietary Information, scientific and technical documents,
      chemicals, devices, data and information, and all other assets of the Company
      as
      prepared by him or others, whether in written, computerized, machine readable,
      model, sample, or other form capable of physical delivery(collectively “Books
      and Records”), without making copies of any such Book and Records whether for
      his own use or for any other purpose; (ii) all other property of the Company
      or
      relating to the Company's employees, suppliers, customers, and business,
      including but not limited to keys or key cards to Company property, Company
      credit cards, cell phones, computers, supplier and customer lists, etc., (iii)
      a
      written acknowledgement that Executive has no claims of any kind against the
      Company; and (iv) his resignation from any office and/or directorship he may
      hold in the Company or its affiliates.

     

    14. Miscellaneous.

     

    (a) Notices.
      Any
      notices provided hereunder must be in writing and shall be deemed effective
      upon
      the earlier of immediately upon personal delivery (including personal delivery
      by reputable delivery service, telecopy or telex), or the fourth day after
      mailing by first class mail to the recipient at the address indicated
      below:

     

    To
      the
      Company:

     

    North
      American Scientific, Inc

    20200
      Sunburst Street

    Chatsworth,
      CA 91311

    Attn:
      Board of Directors

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    To
      Executive:

     

    John
      Rush

    2768
      West
      Harrison Place

    Chandler,
      Arizona 85224

     

    or
      to
      such address or to the attention of such other person as the recipient party
      will have specified by prior written notice to the sending party.

     

    (b) Taxes
      and Deductions. All
      payments made to Executive by the Company will be subject to withholding of
      income and employment taxes and other lawful deductions, as applicable.


     

    (c) Severability.
      Any
      provision of this Agreement which is deemed invalid, illegal or unenforceable
      in
      any jurisdiction shall, as to that jurisdiction and subject to this paragraph
      be
      ineffective to the extent of such invalidity, illegality or unenforceability,
      without affecting in any way the remaining provisions hereof in such
      jurisdiction or rendering that or any other provisions of this Agreement
      invalid, illegal, or unenforceable because its scope is considered excessive,
      such covenant shall be modified so that the scope of the covenant is reduced
      only to the minimum extent necessary to render the modified covenant valid,
      legal and enforceable.

     

    (d) Entire
      Agreement. This
      document constitutes the final, complete, and exclusive embodiment of the entire
      agreement and understanding between the parties related to the subject matter
      hereof and supersedes and preempts any prior or contemporaneous understandings,
      agreements, or representations by or between the parties, written or
      oral.

     

    (e) Counterparts.
      This
      Agreement may be executed on separate counterparts, any one of which need not
      contain signatures of more than one party, but all of which taken together
      will
      constitute one and the same agreement.

     

    (f) Successors
      and Assigns. This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      Executive and the Company, and their respective successors and assigns, except
      that Executive may not assign any of his duties hereunder and he may not assign
      any of his rights hereunder without the prior written consent of the
      Board.

     

    (g) Amendments.
      No
      amendments or other modifications to this Agreement may be made except by
      writing and signed by both parties. No amendment or waiver of this Agreement
      requires the consent of any individual, partnership, corporation or other entity
      not a party to this Agreement. Nothing in this Agreement, express or implied,
      is
      intended to confer upon any third person any rights or remedies under or by
      reason of this Agreement.

     

    (h) Section
      409A. Except
      with respect to payments made pursuant to Section 8 of the Agreement which
      are
      intended to comply with the provisions of section 409A of the Code, this
      Agreement is not intended to provide for an elective deferral of compensation
      that would be subject to section 409A thereof, and the Company reserves the
      right to unilaterally amend or modify this Agreement to ensure that payments
      are
      either not subject to section 409A or comply therewith, as the case may be
      (which amendment may be retroactive to the extent permitted under section 409A
      of the Code). Notwithstanding the foregoing, the Company makes no
      representations that payments hereunder are not subject to section 409A of
      the
      Code.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (i) Choice
      of Law. All
      questions concerning the construction, validity and interpretation of this
      Agreement will be governed by the laws of the State of California without giving
      effect to principles of conflicts of law.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement effective as of the
      date it is last executed below by either party.

     

     

    
      	NORTH
              AMERICAN SCIENTIFIC, INC.	 	JOHN
              RUSH
	 	 	 
	 	 	 
	By: 	
              /s/Gary
                N. Wilner

            	 	/s/John
              B. Rush 
	 	
              Chairman

            	 	 	 
	 	 	 	 	 
	 Date: 	
              3/22/07

            	 	Date: 	
              3/22/07

            


    

    
       

       

       

      
        
           

        

        
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