AGENCY AGREEMENT

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Exhibit 10

AGENCY AGREEMENT

        This AGENCY AGREEMENT (this " Agreement ") is entered into and effective as of this 17th day of March, 2004, by and between NORTH AMERICAN SCIENTIFIC, INC., a Delaware corporation (" NASI "), and NOMOS CORPORATION, a Delaware corporation (" NOMOS ").

RECITALS

         WHEREAS , NASI produces and sells the products described on Schedule A attached hereto (such seeds being referred to herein, collectively, as " NASI Products ");

         WHEREAS , NOMOS produces and sells the products described on Schedule B attached hereto (collectively, the "NOMOS Products" and, together with the NASI Products, the "Products");

         WHEREAS , the NASI Products are single use, consumable products that compete most directly with, and are priced in relation to other brachytherapy seeds;

         WHEREAS , the NOMOS Products are capital equipment and related software that are intended for use over a period of years, and which are priced in relation to similar capital equipment;

         WHEREAS , the NASI Products and the NOMOS Products are complementary in nature and NOMOS AND NASI believe that the Products may be able to achieve greater customer exposure if the sales forces of each of NOMOS and NASI are able to promote both the NASI Products and the NOMOS Products;

         WHEREAS , NASI and NOMOS desire to work together to sell the NOMOS Products and the NASI Products in the United States, its territories and possessions, and in Canada and Europe (collectively, the " Territory ") upon the terms and conditions set forth herein;

         WHEREAS , NASI desires that NOMOS act as its non-exclusive agent, and NOMOS desires to act as NASI's non-exclusive agent, in connection with sales of NASI Products in the Territory;

         WHEREAS , NOMOS desires that NASI act as its non-exclusive agent, and NASI desires to act as NOMOS' non-exclusive agent, in connection with sales of NOMOS Products in the Territory;

         NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

         NOW, THEREFORE, for and in consideration of the mutual covenants and promises set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, NASI and NOMOS agree as follows:

        1.      Appointment .

        1.1   NASI hereby appoints NOMOS, and NOMOS hereby accepts such appointment, as NASI's nonexclusive sales agent to sell NASI Products to third parties at the prices and upon the terms and conditions determined by NASI from time to time. The price or prices at which such NASI Products may be purchased will be based solely upon a price list provided by NASI as the same may be updated from time to time at the sole discretion of NASI. NOMOS sales representatives shall have no authority to fix or otherwise negotiate such prices.

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        1.2   NOMOS hereby appoints NASI, and NASI hereby accepts such appointment, as NOMOS' nonexclusive sales agent to sell NOMOS Products to third parties at the prices and upon the terms and conditions determined by NOMOS from time to time. The price or prices at which such NOMOS Products may be purchased will be based solely upon a price list provided by NOMOS as the same may be updated from time to time at the sole discretion of NOMOS. NASI sales representatives shall have no authority to fix or otherwise negotiate such prices.

        1.3   Each party shall use its commercially reasonable best efforts to sell and promote the other party's Products to customers in the Territory.

        1.4   In performing its duties hereunder, each party shall, and shall cause its employees and the employees of its relevant affiliates to, comply with all regulatory, professional and legal requirements. No employee of either party or of any of its relevant affiliates shall make any representation, statement, warranty or guaranty with respect to the Products that is not consistent with current labeling of the Products, that is deceptive or misleading, that disparages the Products or the good name, good will and reputation of the other party or that diminishes in any material respect any Trademark.

        1.5   Each party shall have the sole responsibility for the manufacture, shipment, distribution, warehousing, billing and order confirmation of its Products and for the collection of receivables resulting from sales of its Products in the Territory. Each party shall have the sole authority to determine the price of its Products in the Territory during the Term, including price increases and decreases and the timing thereof. Each party shall manufacture or cause to be manufactured its Products in accordance with all applicable laws.

        2.      Commissions .

        2.1    Entitlement .    Each party shall earn a commission upon the acceptance by the other party of an order from or on behalf of a customer to purchase one or more Products.

        2.2    Calculation of Commission .    Each party's commission shall be ten percent (10%) of the net sales price of each sale to the customer of the Products. The "net sales price" shall mean the gross sales price less all deductions and adjustments thereto including, but not limited to, any and all trade discounts and allowances, sales, use and similar taxes, freight and delivery charges, and credits for returns. Each party shall provide the other party with tracking reports within 30 calendar days after the end of each calendar month setting forth all sales performed during such month. Commissions, for purposes of this Agreement, shall be deemed earned and payable upon invoice.

        2.3    Payment .    Each party will mail commission checks to the other party once each month, which checks will include payment for all commissions earned by such party through and including the last day of the preceding month. Each commission check will be accompanied by a statement indicating which commissions were computed.

        3.      Trademarks .

        3.1    Required Use and Compliance .    Each party shall promote each other's Products only under their respective Trademarks and shall not use any trademark or service mark in promoting the Products. For purposes of this Agreement:

        (i)    " NASI Trademark " shall mean the federally registered trademark Prospera®, and any other related trademark or service mark containing the word "Prospera", and any other trademark or service mark (whether registered or unregistered) that NASI uses on or with any of the NASI Products or in any promotional material related to any of the NASI Products; and

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        (ii)   " NOMOS Trademark " shall mean the federally registered trademarks for BAT®, CORVUS®, PEACOCK®, MIMiC®, and any other trademark or service mark (whether registered or unregistered) that NOMOS decides to use on or with the NOMOS Products or in any promotional material related to any of the NOMOS Products.

        3.2    Validity of Trademarks .    Each party acknowledges the validity of each other's right, title and interest in and to their Trademarks and shall not have, assert or acquire any right, title or interest in or to any of the other party's Trademarks, except as otherwise explicitly provided in this Agreement.

        3.3    Use of Trademarks .

        (i)    In connection with the subject matter hereof, each party shall use the other party's trademarks (the NASI Trademarks and NOMOS Trademarks, defined below, and, collectively, the "Trademarks") only in a manner consistent with trademark usage guidelines established by each party and shall use the other party's Trademarks only to the extent authorized herein.

        (ii)    Notice of Infringement .    Each party shall give the other party notice of any infringement or threatened infringement of any of such other party's Trademarks used in connection with this Agreement. In the event that one party chooses to take enforcement action in response to the infringement or threatened infringement of its Trademark, the other party shall reasonably cooperate in such enforcement; provided, however, that the enforcing party shall reimburse the other party for reasonable expenses incurred by the other party that are related to such enforcement.

        4.      Term and Termination .

        4.1    Term of Agreement .    The initial term of this Agreement (the " Initial Term ") shall be 90 days commencing as of the date hereof. This Agreement shall automatically renew for additional 90 day periods unless either party notifies the other in writing no less than fifteen (15) days prior to the end of the then current term. The Initial Term, as extended or sooner terminated in accordance herewith is referred to herein as the " Term ".

        4.2    Effects of Termination .

        (a)   Neither the termination nor expiration of this Agreement shall release or operate to discharge either party from any liability or obligation that may have accrued prior to such termination or expiration. Any termination of this Agreement as provided herein shall not be an exclusive remedy but shall be in addition to any remedies whatsoever that may be available to the terminating party.

        (b)   Notwithstanding the giving of any notice of termination pursuant to this Section 9, each party shall continue to fulfill its obligations under this Agreement at all times until the effective date of any such termination.

        4.3    Actions Upon Termination .

        (a)    NOMOS Products .    Upon the termination or expiration of this Agreement for any reason with respect to the NOMOS Products, NASI shall immediately cease all of its activities for the terminated NOMOS Products, discontinue any use of the NOMOS Trademarks related to the terminated NOMOS Products, and return to NOMOS any material containing NOMOS Trademarks.

        (b)    NASI Products .    Upon the termination or expiration of this Agreement for any reason with respect to the NASI Products, NOMOS shall immediately cease all of its activities for the terminated NASI Products, discontinue any use of the NASI Trademarks related to the

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