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 1030 E. El Camino
Real, No. 502,  Sunnyvale,  CA 94087,  (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 E160,  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  Application  Serial No.  08/962,377  filed 31 October 1997
(M&G  Docket  Number  2238-020),  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
<PAGE>
ASSIGNMENT
S/N: 08/962,377
Page: 2

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 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. 3/23/98 DATE Lou Ross

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 23 day of  March  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.

[NOTARY SEAL]                           /s/ Vernon M. Traylor Jr.
                                        ----------------------------------------
                                        NOTARY PUBLIC
<PAGE>
ASSIGNMENT
S/N: 08/962,377
Page: 3


3/31/95                                 /s/ El-Badawy Amien El-Sharawy
-------                                 ----------------------------------------
DATE                                    EL-BADAWY AMIEN EL-SHARAWY


STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )


     On this 31st day of March  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/ Flora D. DeBeer
                                        ----------------------------------------
                                        NOTARY PUBLIC

          (SEAL)                        Commission Expires July 22, 1999


4-15-98                                 /s/ Majid M. Hashemi
-------                                 ----------------------------------------
DATE                                    MAJID M. HASHEMI

STATE OF CALIFORNIA    )
                       ) ss
County of Santa Clara  )

     On this 15th day of April  1998,  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/ Hae R. Choi
                                        ----------------------------------------
                                        NOTARY PUBLIC

         (NOTARY SEAL)