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
VERTICAL  HETEROJUNCTION BIPOLAR TRANSISTOR,  (the Invention) invented by us, as
described  in the  application  for United  States  Patent  (M&G  Docket  Number
2238-010),  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,  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 SCIENTIFIC CORP. pay 1% of all gross sales related
to the Invention to MAJID M. HASHEMI, e) that NATIONAL SCIENTIFIC CORP. actively
<PAGE>
ASSIGNMENT
VERTICAL HETEROJUNCTION BIPOLAR TRANSISTOR
Page: 2

develop and market the Invention,  and f) 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.


[NOTARY SEAL]                           /s/ Vernon M. Traylor Jr.
                                        ----------------------------------------
                                        NOTARY PUBLIC


11/15/99                                /s/ El-Badawy Amien El-Sharawy
--------                                ----------------------------------------
DATE                                    EL-BADAWY AMIEN EL-SHARAWY
<PAGE>
ASSIGNMENT
VERTICAL HETEROJUNCTION BIPOLAR TRANSISTOR
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 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.


[NOTARY SEAL]                           /s/ Vernon M. Traylor Jr.
                                        ----------------------------------------
                                        NOTARY PUBLIC