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  HETEROJUNCTION  BIPOLAR  TRANSISTOR  HAVING WIDE BANDGAP,  LOW
INTERDIFFUSION  BASE-EMITTER  JUNCTION,  (the  Invention)  invented  by  us,  as
described in the  application  for United States Patent  Application  Serial No.
08/939,487 filed 29 September 1997 (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  Serial  No.
08/939,487,  b) that NATIONAL  SCIENTIFIC  CORP. pay all consulting fees owed to
the  inventors with respect to the Invention,  c) that NATIONAL SCIENTIFIC CORP.
<PAGE>
ASSIGNMENT
S/N: 08/939,487
Page: 2

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
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                                 /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 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 PUBLIC

(SEAL)

[NOTARY SEAL]
<PAGE>
ASSIGNMENT
S/N: 08/939,487
Page: 3

3/31/98                                 /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
                                        My Commission Expires July 22, 1999

(SEAL)

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/ Har R. Choi
                                        ----------------------------------------
                                        NOTARY PUBLIC

(SEAL)
[NOTARY SEAL]