ASSIGNMENT

     In consideration of Ten Dollars ($10.00) and other valuable  consideration,
of which I acknowledge receipt, I, EL-BADAWY AMIEN EL-SHARAWY, of 1434 East Spur
Avenue, Gilbert,  Arizona 85296, (the Inventor) hereby sell, and assign, subject
to the conditions set forth below, to NATIONAL  SCIENTIFIC CORP., having offices
at 4455 E. Camelback Road,  Suite E160,  Phoenix,  Arizona 85018, its successors
and assigns,  the entire right, title and interest in and to the improvements of
DISTRIBUTED  AMPLIFIER AND METHOD THEREFOR,  (the Invention)  invented by me, as
described in the application for United States Patent Application filed herewith
(M&G  Docket  Number  2238-030),  and any and all  applications  for  patent and
patents  therefor in any and all countries,  including all divisions,  reissues,
continuations and extensions thereof,  and all rights of priority resulting from
the filing of said United  States  application,  and  authorize  and request any
official  whose  duty it is to  issue  patents,  to  issue  any  patent  on said
improvements or resulting  therefrom to said NATIONAL  SCIENTIFIC  CORP., or its
successors   or  assigns  and  agree  that  on  request   and  without   further
consideration,  but  at  the  expense  of  NATIONAL  SCIENTIFIC  CORP.,  I  will
communicate  to  said  NATIONAL  SCIENTIFIC  CORP.,  or its  representatives  or
nominees,  any facts known to me respecting said improvements and testify in any
legal proceeding, sign all lawful papers, execute all divisional, continuing and
reissue  applications,  make all  rightful  oaths and  generally  do  everything
possible to aid NATIONAL SCIENTIFIC CORP., its successors, assigns and nominees,
to obtain  and  enforce  proper  patent  protection  for said  invention  in all
countries.  The  above-discussed  conditions  are as follows:  a) that  NATIONAL
SCIENTIFIC  CORP.  pay all costs related to United States  filing,  prosecution,
issuance,  and  maintenance  of  the  United  States  Patent  Application  filed
herewith, b) that NATIONAL SCIENTIFIC CORP. pay all consulting fees and/or other
consideration  owed to the  Inventor  with  respect  to the  Invention,  c) that
NATIONAL  SCIENTIFIC CORP. pay 2% of all gross sales related to the Invention to
the Inventor,  d) that NATIONAL SCIENTIFIC CORP. actively develop and market the
Invention, and e) that NATIONAL SCIENTIFIC CORP. remain
<PAGE>
ASSIGNMENT
DISTRIBUTED AMPLIFIER AND METHOD THEREFOR
Page: 2

solvent  as  evidenced  by  refraining  from  filing for  bankruptcy  under U.S.
Bankruptcy  law.  Should any of the  above-discussed  conditions fail to be met,
then this Assignment shall be deemed void AB INITIO. The Inventor covenants with
said NATIONAL SCIENTIFIC CORP., its successors and assigns,  that the rights and
property hereby covered are free and clear of any encumbrances,  and that he has
full right to convey the same as herein expressed.

July 10, 1998                           /s/ Lou Ross
-------------                           ----------------------------------------
DATE                                    Lou Ross
                                        Chairman and C.E.O.
                                        NATIONAL SCIENTIFIC CORP.


STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )

     On  this  10 day of July  1998,  before  me,  the  undersigned,  personally
appeared Lou Ross,  known to me to be the person whose name is subscribed to the
within  instrument,  and  acknowledged  to me that  he  executed  the  foregoing
instrument for the purposes therein contained.

     IN WITNESS WHEREOF, We have set my hand and official seal.

                                        /s/ Vernon M. Traylor Jr.
                                        ----------------------------------------
[NOTARY SEAL]                           NOTARY PUBLIC
<PAGE>
ASSIGNMENT
DISTRIBUTED AMPLIFIER AND METHOD THEREFOR
Page: 3


7/8/98                                  /s/ El-Badawy Amien El-Sharawy
------                                  ----------------------------------------
DATE                                    EL-BADAWY AMIEN EL-SHARAWY

STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )

     On this  8th day of July  1998,  before  me,  the  undersigned,  personally
appeared EL-BADAWY AMIEN EL-SHARAWY,  known to me to be the person whose name is
subscribed to the within instrument, and acknowledged to me that he executed the
foregoing instrument for the purposes therein contained.

     IN WITNESS WHEREOF, We have set my hand and official seal.

                                        /s/ Mary M. Sittu
                                        ----------------------------------------
[NOTARY SEAL]                           NOTARY PUBLIC