ASSIGNMENT

     In consideration of Ten Dollars ($10.00) and other valuable  consideration,
of which we acknowledge  receipt,  we, EL-BADAWY AMIEN EL-SHARAWY,  of 1434 East
Spur Avenue, Gilbert, Arizona 85296, and MAJID M. HASHEMI, of 1363 Corte Bonita,
San Jose CA 95120,  (the  Inventors)  hereby  sell,  and assign,  subject to the
conditions set forth below, to NATIONAL SCIENTIFIC CORP., having offices at 4455
E. Camelback  Road,  Suite E-160,  Phoenix,  Arizona  85018,  its successors and
assigns,  the entire  right,  title and interest in and to the  improvements  of
MONOLITHIC  INDUCTOR WITH MAGNETIC FLUX LINES GUIDED AWAY FROM  SUBSTRATE,  (the
Invention)  invented by us, as described in the  application  for United  States
Patent (M&G Docket Number 2238-020CIP),  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.,  we  will
communicate  to  said  NATIONAL  SCIENTIFIC  CORP.,  or its  representatives  or
nominees,  any facts known to us 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 United  States  Patent  Application  Serial  No.
08/962,377,  b) that NATIONAL  SCIENTIFIC  CORP. pay all consulting fees owed to
the inventors with respect to the Invention,  c) that NATIONAL  SCIENTIFIC CORP.
pay  1% of  all  gross  sales  related  to  the  Invention  to  EL-BADAWY  AMIEN
EL-SHARAWY, d) that NATIONAL
<PAGE>
ASSIGNMENT
M&G Docket: 2238-O2OCIP
Page: 2

SCIENTIFIC  CORP. pay 1% of all gross sales related to the Invention to MAJID M.
HASHEMI,  e) that  NATIONAL  SCIENTIFIC  CORP.  actively  develop and market the
Invention,  and Q that NATIONAL  SCIENTIFIC CORP. remain 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 Inventors  covenant  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 they have full right to convey
the same as herein expressed.

11/16/99                                /s/ Lou Ross
--------                                ----------------------------------------
DATE                                    Lou Ross
                                        Chairman and C.E.O.
                                        NATIONAL SCIENTIFIC CORP.

STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )

     On this 16 day of November  1999,  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

11/15/99                                /s/ El-Badawy Amien El-Sharawy
--------                                ----------------------------------------
DATE                                    EL-BADAWY AMIEN EL-SHARAWY
<PAGE>
ASSIGNMENT
M&G Docket: 2238-O2OCIP
Page: 3

STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )

     On this 15 day of November  1999,  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.

[NOTARY SEAL]
                                        NOTARY PUBLIC

11/15/99                                /s/ Majid M. Hashemi
--------                                ----------------------------------------
DATE                                    MAJID M. HASHEMI

STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )

     On this 15 day of November  1999,  before me, the  undersigned,  personally
appeared MAJID M. HASHEMI, 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 PUBLIC
[NOTARY SEAL]