0001144204-06-023992 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • June 7th, 2006 • North American Scientific Inc • Electromedical & electrotherapeutic apparatus • New York

WARRANT AGREEMENT dated as of June 7th, 2006 between North American Scientific, Inc., a Delaware corporation (the “Company”), and Western Corporate Services dba U.S. Stock Transfer Corporation, a California corporation (the “Warrant Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 7th, 2006 • North American Scientific Inc • Electromedical & electrotherapeutic apparatus • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 6th day of June, 2006 by and among North American Scientific, Inc. (the “Company”), a Delaware corporation, with its principal offices at 20200 Sunburst Street, Chatsworth, California 91311, and the purchasers whose names and addresses are set forth on the signature pages hereto (the “Purchasers”).

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 7th, 2006 • North American Scientific Inc • Electromedical & electrotherapeutic apparatus • Delaware

This SECOND AMENDMENT (this “Amendment”) is dated as of June 5, 2006 to the Rights Agreement, dated as of October 14, 1998 (the “Rights Agreement”) by and between North American Scientific, Inc., a Delaware corporation (the “Company”), and U.S. Stock Transfer Corporation, a California corporation (the “Rights Agent”) is entered into between such parties. Capitalized terms used but not defined herein are used herein as defined in the Rights Agreement.

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