0000912057-02-001725 Sample Contracts

EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT
Employment Agreement • January 17th, 2002 • North American Scientific Inc • In vitro & in vivo diagnostic substances • Massachusetts

This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 13, 2000, is between North American Scientific, Inc., a Delaware corporation (the "Company"), and Allan M. Green, M.D., Ph.D., J.D., whose address is 19 Francis Avenue, Cambridge, MA 02138 ("Green").

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2,500,000 Shares NORTH AMERICAN SCIENTIFIC, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 17th, 2002 • North American Scientific Inc • In vitro & in vivo diagnostic substances • New York

North American Scientific, Inc., a Delaware corporation (the "Company") and the Selling Stockholders listed on Schedule II attached hereto (the "Selling Stockholders"), propose, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I attached hereto (the "Underwriters"), for whom you are acting as Representatives (the "Representatives"), an aggregate of 2,500,000 shares (the "Firm Shares") of the Company's Common Stock, $0.01 par value (the "Common Stock"). Of the 2,500,000 Firm Shares, 2,320,000 shares are to be issued and sold by the Company and 180,000 shares are to be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I attached hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 375,000 shares (the "Option Shares") of Common Stock from the

EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2002 • North American Scientific Inc • In vitro & in vivo diagnostic substances • California

This Employment Agreement ("Agreement") is entered into on September 29, 1999 by and between Alan I. Edrick, an individual ("Executive"), and North American Scientific, Inc., a Delaware corporation (the "Company").

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