WARRANT AGREEMENT

                         NATIONAL SCIENTIFIC CORPORATION

     THIS AGREEMENT  (the  "Agreement"),  dated as of 1998, is between  NATIONAL
SCIENTIFIC CORPORATION (the "Company") and (the "Holder").

     WHEREAS,  in  conjunction  with an  offering of up to fifty (50) units (the
("Units"),  each Unit consisting of one thousand (1,000) shares of the Company's
convertible preferred stock, par value $0.10 par value, (the "Preferred Stock"),
and one hundred  thousand  (100,000) Class A Common Stock Purchase  Warrants ("A
Warrants or  Warrants"),  the  Company and the Holder  desire to enter into this
Agreement governing the terms of the A Warrants.

     NOW, THEREFORE,  in consideration of the promises and the mutual agreements
herein set, the parties agree as follows:

     SECTION 1. A WARRANTS AND FORM OF A WARRANT CERTIFICATES.

          (A)  Each A  Warrant  shall  entitle  the  Holder  of the  certificate
               representing such A Warrant to purchase upon the exercise thereof
               one  (1)  share  of  Common  Stock,  subject  to the  adjustments
               provided  for in Section 8 hereof,  at any time  after  issuance,
               until December 31, 2000 ("A Expiration Date") with respect to the
               A Warrants.

          (B)  The A Warrant  certificates shall be in registered form only. The
               text of the A Warrant  certificate  and the form of  election  to
               exercise an A Warrant shall be  substantially  in the form of the
               exhibit  attached  hereto.  Each A Warrant  certificate  shall be
               dated as of the date of issuance  (whether upon initial  issuance
               or upon transfer or exchange), and shall be executed on behalf of
               the Company by the manual or facsimile signature of its President
               or a Vice  President,  and attested to by the manual or facsimile
               signature of its Secretary or an Assistant Secretary.

     SECTION 2. EXERCISE OF A WARRANTS, DURATION AND A WARRANT PRICE. Subject to
the  provisions  of this  Agreement,  each  registered  Holder  of one or more A
Warrant  certificates  shall have the right, which may be exercised as in such A
Warrant  certificates  expressed,  to purchase from the Company (and the Company
shall issue and sell to such  registered  Holder) the number of shares of Common
Stock to which the A Warrants  represented by such  certificates are at the time
entitled hereunder.

     Each A Warrant not  exercised by its A  Expiration  Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement
shall cease on such date.

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     A  Warrants  may  be  exercised  by  the   surrender  of  the   certificate
representing such A Warrants to the Company, at the office of the Company,  with
the  subscription  farm set forth duly  executed and properly  endorsed with the
signatures properly guaranteed, and upon payment in full to the Company of the A
Warrant Price (as defined  hereinafter) for the number of shares of Common Stock
as to which the A Warrant is  exercised.  Such A Warrant  Price shall be paid in
full in cash,  or by  certified  check of bank draft  payable  in United  States
currency to the order of the Company.

     The price  per share of the  Common  Stack at which the A  Warrants  may be
exercised shall be $1.00 per share with no regard to the bid or ask price of the
stock  on,  before  or after  the date the  Holder  chooses  to  exercise  the A
Warrants.  The A Expiration Date will be, as previously  stated in Section 1(A),
December 31, 2000.

     Subject  to the  further  provisions  of this  Section  2 and of  Section 5
hereof, upon such surrender of A Warrant  certificates and payment of the of the
A  Warrant  Price  as  aforesaid,  the  Company,  shall  issue  and  cause to be
delivered,  with all  reasonable  dispatch to or upon the  written  order of the
registered  Holder  of  such A  Warrants  and in  such  name  or  names  as such
registered Holder may designate, a certificate or certificates for the number of
securities  so  purchased  upon the exercise of such A Warrants,  together  with
cash, as provided in Section 9 of this Agreement,  in respect of any fraction of
a share or security otherwise issuable upon such surrender. All shares of Common
Stock issued,  upon the exercise of A Warrants  shall be validly  issued,  fully
paid and non-assessable.

     Certificates  representing  such  securities  shall be  deemed to have been
issued and any person so  designated to be named therein shall be deemed to have
become a Holder of record of such  securities as of the date of the surrender of
such A Warrants  and  payment  of the A Warrant  Price as  aforesaid;  provided,
however,  that is, at the date of  surrender  of such A Warrants  and payment of
such A  Warrant  Price,  the  transfer  books  for the  Common  Stock  or  other
securities  purchasable  upon the exercise of such A Warrants are then exercised
shall he  issuable  as of the date on which such books  shall next be opened and
until such date the Company  shall be under no duty to deliver  any  certificate
for such  securities,  The  rights  of  purchase  represented  by each A Warrant
certificate  shall be  exercisable,  at the election of the  registered  Holders
thereof,  either as an  entirety  or from time to time for part of the number of
securities specified therein and, in the event that any A Warrant certificate is
exercised in respect of less that all of the securities specified therein at any
time  prior to the A  Expiration  Date of the A  Warrant  certificate,  a flew A
Warrant certificate or certificates will be issued to such registered Holder for
the  remaining  number  securities  specified  in the A Warrant  certificate  so
surrendered.

     SECTION 3.  COUNTERSIGNATURE  AND  RESIGNATION  The Company shall  maintain
books (the "A Warrant  Register) for the  registration  and the  registration of
transfer of the A Warrants.  Upon the  initial  issuance of the A Warrants,  the
Company  shall issue and register the A Warrants in the names of the  respective
Holders thereof. The A Warrant  certificates shall be countersigned  manually or
by  facsimile  by an officer of the Company and attested to by an officer of the
Company.

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<PAGE>
     Prior to due  presentment  for  registration  of  transfer  of any  Warrant
certificate the Company may deem and treat the person in whose name such Warrant
certificate  shall be  registered  upon the Warrant  Register  (the  "registered
Holder") as the absolute owner of such Warrant  certificate  and of each Warrant
represented thereby (notwithstanding any flotation of ownership or other writing
on the Warrant  certificate made by anyone other than the Company or the Warrant
Agent),  for the purpose of any exercise thereof,  of any distribution or notice
to the Holder thereof, and for all other purposes,  and the Company shall not be
affected by any notice to the contrary.

     SECTION 4. TRANSFER AND EXCHANGE OF WARRANTS.  The Company  shall  register
the  transfer,  from time to time, of any  outstanding  Warrant upon the warrant
Register,  upon  surrender  of  the  certificate  evidencing  such  Warrant  for
transfer,  properly endorsed with signatures properly guaranteed and accompanied
by appropriate  instructions for transfer. Upon any such transfer, a new Warrant
certificate  representing an equal aggregate  number of Warrants shall be issued
to the transferee and the surrendered  Warrant  certificate shall be canceled by
the Company.

     Warrant  certificates  may he  surrendered  to the Company  together with a
written request for exchange,  and thereupon the Company shall issue in exchange
therefor one or more new Warrant  certificates  as  requested by the  registered
Holder of the Warrant  certificate or certificates so surrendered,  representing
an equal aggregate number of Warrants.

     SECTION 5.  PAYMENT OF TAXES.  The Company will pay any  documentary  stamp
taxes  attributable  to the  initial  issuance  of the  shares of  Common  Stock
issuable upon the exercise of Warrants; provided, however, the Company shall not
be  required  to pay any tax or taxes  which may be  payable  in  respect of any
transfer  involved in the issuance or delivery of any certificates for shares of
Common  Stock in a name other than  registered  Holder of Warrants in respect of
which are issued, and in such case the Company shall not be required to issue or
deliver  any for  shares  of  Common  Stock  or any  Warrant  until  the  person
requesting  the same has paid the amount of such tax or has  established  to the
Company's satisfaction that such tax has been paid.

     SECTION  6.  MUTILATED  OR  MISSING  WARRANTS.  in case any of the  Warrant
certificates shall be mutilated,  lost, stolen or destroyed,  the Company may in
its discretion issue a new Warrant certificate,  and THE COMPANY IN EXCHANGE AND
SUBSTITUTION   THEREFOR  AND  UPON   CANCELLATION   OF  THE  MUTILATED   WARRANT
CERTIFICATE,  OR IN LIEU OF AND  SUBSTITUTION  FOR THE WARRANT  CERTIFICATE LOST
STOLEN OR DESTROYED,  shall  countersign  and deliver a new Warrant  certificate
representing  an equal  aggregate  number of Warrants,  but only upon receipt of
evidence  satisfactory to the Company of such loss, theft or destruction of such
Warrant certificate and reasonable indemnity, it requested, also satisfactory to
them. Applicants for such substitute Warrant certificates shall also comply with
such other reasonable  conditions and pay such reasonable charges as the Company
may prescribe.

     SECTION 7. RESERVATION OF COMMON STOCK.  There have been reserved,  and the
Company shall at all times keep  reserved,  out of the  authorized  and unissued
shares  of  Common  Stock,  a number of shares  sufficient  to  provide  for the
exercise of the rights of purchase represented by the Warrants then outstanding,
and the transfer agent for the Common Stock, and every subsequent transfer agent
for any shares of the Company's  capital stock issuable upon the exercise of any

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<PAGE>
of the rights of  purchase  aforesaid,  are hereby  irrevocably  authorized  and
directed at all times to reserve such number of authorized  and unissued  shares
as shall be requisite for such purpose.

     SECTION  8.  ADJUSTMENT  OF  WARRANT  PRICE AND  NUMBER OF SHARES OF COMMON
STOCK.  The number and kind of securities  purchasable  upon the exercise of the
Warrants and the Warrant Price shall be subject to adjustment  from time to time
upon the happening of certain events, as follows:

          8.1 ADJUSTMENTS. The number of shares of Common Stock purchasable upon
the  exercise  of each  Warrant  arid the  Warrant  Price  shall be  subject  to
adjustment as follows:

          (a) In case the Company  shall (i) pay a dividend  in Common  Stock or
     make a distribution in Common Stock, (ii) subdivide its outstanding  Common
     Stock,  (iii) combine its outstanding Common Stuck into a smaller number of
     shares of Common Stock,  or (iv) issue, by  reclassification  of its Common
     stock,  other  securities  of the  Company,  the number of shares of Common
     Stock  purchasable  upon  exercise of a Warrant  immediately  prior thereto
     shall be  adjusted  so that the Holder of a Warrant  shall be  entitled  to
     receive the kind and number of shares of Common  Stock or other  securities
     of the  Company  which  such  Holder  would  have  owned or would have been
     entitled to receive  immediately  after the  happening of any of the events
     described  above, had the Warrant been exercised  immediately  prior to the
     happening  of such  event or any  record  date with  respect  thereto.  Any
     adjustment made pursuant to this subsection  8.1(a) shall become  effective
     immediately  after the  effective  date of such  event  retroactive  to the
     record date, if any, for such event.

          (b) In case the  Company  shall  issue  rights,  options,  Warrants or
     convertible  securities to all or  substantially  all holders of its Common
     Stock, without any charge to such holders,  entitling them to subscribe for
     or purchase  Common Stock at a price per share which is lower at the record
     date  mentioned  below than the then  Current  Market  Price (as defined in
     Section  9  hereof),  the  number of  shares  of  Common  Stock  thereafter
     purchasable  upon the  exercise  of each  Warrant  shall be  determined  by
     multiplying  the number of shares of Common Stock  theretofore  purchasable
     upon exercise of a Warrant by a fraction,  of which the numerator  shall be
     the number of shares of Common Stock  outstanding  immediately prior to the
     issuance of such rights,  options.  Warrants or convertible securities plus
     the number of additional shares of Common Stock offered for subscription or
     purchase,  and of which the  denominator  shall be the  number of shares of
     Common Stock outstanding  immediately prior to the issuance of such rights,
     options, Warrants or convertible securities plus the number of shares which
     the aggregate  offering  price of the total number of shares  offered would
     purchase  at such  Current  Market  Price.  Such  adjustment  shall be made
     whenever  such rights,  options.  Warrants or  convertible  securities  are
     issued,  and shall become  effective  immediately  and  retroactive  to the
     record date for the determination of stockholders  entitled to receive such
     rights, options, Warrants or convertible securities.

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<PAGE>
          (c) In case the Company shall distribute to all or  substantially  all
     holders  of its  Common  Stock,  evidences  of its  indebtedness  or assets
     (excluding  cash  dividends  or  distributions  cut of earnings) or rights,
     options,  Warrants  or  convertible  securities  containing  the  right  to
     subscribe  for or purchase  Common Stock  (excluding  those  referred to in
     subsection 8.1(b) above),  then in each case the number of shares of Common
     Stock  thereafter  purchasable  upon the exercise of each Warrant  shall be
     determined by multiplying the number of shares of Common Stock  theretofore
     purchasable  upon  exercise  of such  Warrant by a  fraction,  of which the
     numerator  shall  be the  then  Current  Market  Price  on the date of such
     distribution,  and of which the  denominator  shall be such Current  Market
     Price on such date minus the then fair  value of the  portion of the assets
     or evidences of indebtedness so distributed or of such subscription rights,
     options,  Warrants or convertible  securities applicable to one share. Such
     adjustment  shall be made whenever any such  distribution is made and shall
     become effective on the date of distribution retroactive to the record date
     for  the   determination   of   stockholders   entitled  to  receive   such
     distribution.

          (d) No adjustment in the number of shares of Common Stock  purchasable
     pursuant to the Warrants  shall be required  unless such  adjustment  would
     require an  increase  or  decrease of at least one percent in the number of
     shares of Common Stock then  purchasable upon the exercise of the Warrants;
     provided,  however, that any adjustments which by reason of this subsection
     8.1(d) are not required to be made immediately shall be carried forward and
     taken into account in any subsequent adjustment.

          (e) Whenever the number of shares of Common Stock purchasable upon the
     exercise  of a Warrant is adjusted as herein  provided,  the Warrant  Price
     payable upon exercise of the Warrant shall be adjusted by multiplying  such
     Warrant Price immediately prior to such adjustment by a fraction,  of which
     the  numerator  shall he the number of shares of Common  Stock  purchasable
     upon the exercise of such Warrant immediately prior to such adjustment, and
     of which the  denominator  shall be the number of shares of Common Stock so
     purchasable immediately thereafter.

          8.2 NO  ADJUSTMENT  FOR  DIVIDENDS.  Except as provided in Section 8.1
hereof,  no  adjustment  in respect of any  dividends  or  distributions  out of
earnings  shall be made  during the term of a Warrant or upon the  exercise of a
Warrant.

          8.3   PRESERVATION   OF   PURCHASE   RIGHTS   UPON   RECLASSIFICATION,
CONSOLIDATION,  ETC. In case of any  consolidation of the Company with or merger
of the Company into another  corporation or in case of any sale or conveyance to
another  corporation  of the  property,  assets or business of the Company as an
entirety or  substantially  as an  entirety,  the Company or such  successor  or
purchasing  corporation,  as the case may be, shall  execute with the Company an
agreement  that the  registered  holders  of the  Warrants  shall have the right
thereafter,  upon payment of the Warrant  Price in effect  immediately  prior to
such action, to purchase,  upon exercise of each Warrant, the kind and amount of
shares and other  securities and property which it would have owned or have been
entitled to receive after the happening of such  consolidation,  merger, sale or
conveyance had each Warrant been exercised  immediately prior to such action. In
the event of a merger described in Section  368(a)(2)(E) of the Internal Revenue
Code of 1986, as amended, in which the Company is the surviving corporation, the

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<PAGE>
right to purchase  shares of Common Stock under the Warrants shall  terminate on
the date of such merger and thereupon  the Warrants  shall become null and void,
but  only if the  controlling  corporation  shall  agree to  substitute  for the
Warrants its warrants  which  entitle the holders  thereof to purchase upon this
exercise the kind and amount of shares and other  securities  and property which
they  could  have  owned or been  entitled  to  receive  had the  Warrants  been
exercised  immediately prior to such merger. Any such agreements  referred to in
this  subsection  8.3 shall  provide for  adjustments,  which shall be as nearly
equivalent as may be  practicable to the  adjustments  provided for in section 9
hereof.  The  provisions  of  this  subsection  8.3  shall  similarly  apply  to
successive consolidations, mergers, sales or conveyances.

     SECTION 9. FRACTIONAL INTERESTS. The Company shall not be required to issue
fractional shares of common Stock on the exercise of a Warrant.  If any fraction
of a share of Common Stock would,  except for the  provisions of this Section 9,
be issuable on the exercise of a Warrant (or  specified  portion  thereof),  the
Company  shall in lieu  thereof pay an amount in cash equal to the then  Current
Market Price  multiplied by such fraction.  For purposes of this Agreement,  the
term "Current  Market Price" shall mean (i) if the Common Stock is traded in the
over-the-counter market and flat in the NASDAQ National Market System nor on any
national securities exchange, the average of the per share closing bid prices of
the  Common  Stock on the  thirty  (30)  consecutive  trading  days  immediately
preceding the date in question, as reported by NASDAQ or an equivalent generally
accepted reporting service,  or (ii) if the Common Stock is traded in the NASDAQ
National Market System or on a national securities exchange, the average for the
thirty (30) consecutive trading days immediately  preceding the date in question
of the daily per share closing prices of the Common Stock in the NASDAQ National
Market system or on the principal  stock exchange on which it is listed,  as the
case may be. For purposes of clause (i) above, if trading in the Common Stock is
not  reported by NASDAQ,  the bid price  referred to in said clause shall be the
lowest bid price as reported by National  Quotation  Bureau,  Incorporated.  The
closing  price  referred to in clause (ii) above shall be the last reported sale
price or, in the case no such reported sale takes place on such day, the average
of the  reported  closing  bid and asked  prices,  in either  case in the NASDAQ
National  Market  System or on the  national  securities  exchange  on which the
Common Stock is then listed.

     SECTION 10. RIGHTS AS  WARRANTHOLDERS.  Nothing contained in this Agreement
or in any of the  Warrants  shall be construed  as  conferring  upon the holders
thereof,  as such, any of the rights of stockholders of the Company,  including,
without limitation,  the right to receive dividends or other  distributions,  to
exercise any  preemptive  rights,  to vote or to consent or to receive notice as
stockholders  in respect of the  meetings  of  stockholders  or the  election of
directors of the Company or any other  matter.  Anything  herein to the contrary
notwithstanding,  the Company shall cause copies of all financial statements and
reports,  proxy  statements  and  other  documents  as  it  shall  send  to  its
stockholders  to be sent by the  same  class  mail as sent to its  stockholders,
postage  prepaid,  on the  date of the  mailing  to such  stockholders,  to each
registered  holder of Warrants at his address  appearing on the Warrant Register
as of the record date for the determination of the stockholders entitled to such
documents.

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<PAGE>
     SECTION  11.  NOTICES.  All  notices,  requests  and  other  communications
pursuant to this Agreement shall be in writing and shall be  sufficiently  given
or made when delivered or mailed by first class mail, postage prepaid, addressed
as follows:


          (A)  if to the Company:

               National Scientific Corporation
               4455 East Camelback Road
               Suite 5150
               Phoenix, Arizona 55018
               Attention: President

          (B)  if to the registered holder of a Warrant,  to the address of such
          holder as shown in the Warrant Register.

     SECTION 12.  SUPPLEMENTS AND AMENDMENTS.  The Company may from time to time
supplement  or amend this  Agreement  without  the  approval  of any  holders of
Warrants  in  order  to cure any  ambiguity  or to  correct  or  supplement  any
provision contained herein which may be defective or inconsistent with any other
provision  herein,  or to make any other  provisions  in regard  to  matters  or
questions  arising  hereunder  which the Company may deem necessary or desirable
and which shall not be  inconsistent  with the  provisions of the  Warrants,  or
which  shall not  adversely  affect the  interests  of the  holders of  Warrants
(including  reducing the Warrant Price or extending the redemption or expiration
date).

     SECTION 18. SUCCESSORS.  All the covenants and provisions of this Agreement
by or for the benefit of the Company or the  registered  holders of the Warrants
shall bind and inure to the benefit of their  respective  successors and assigns
hereunder.

     SECTION 19.  GOVERNING LAW. This Agreement shall be deemed to be a contract
made  under  the  laws of the  State  of  Texas  and for all  purposes  shall be
construed in accordance with the laws of said State.

     SECTION 20. BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement shall he
construed  to give to any person or  corporation  other than the Company and the
registered holders of the Warrants any legal or equitable right, remedy or claim
under this Agreement. This Agreement shall be for the sole and exclusive benefit
of the Company and the registered Holders of the Warrants.

     SECTION 21.  COUNTERPARTS.  This Agreement may be executed in  counterparts
and  each  of such  counterparts  shall  for all  purposes  be  deemed  to be an
original,  and all such counterparts  shall together  constitute hut one and the
same instrument.

     SECTION 22. DESCRIPTIVE  HEADINGS.  The descriptive headings of the several
Sections of this  Agreement  are  inserted  for  convenience  only and shall not
control or affect the moaning or construction of any of the provisions hereof.

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<PAGE>
     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed, as of the day and year first above written.


                                        NATIONAL SCIENTIFIC CORPORATION


                                        By:
                                            ------------------------------------
                                            President


                                        By:
                                            ------------------------------------
                                            Secretary

                                        8
<PAGE>
WARRANT CERTIFICATE NO.__________


               CLASS A WARRANT TO PURCHASE SHARES OF COMMON STOCK
                         NATIONAL SCIENTIFIC CORPORATION

                INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS

     This certifies  that,  for value received  ________________________________
the registered holder hereof or assigns (the "Holder"),  is entitled to purchase
from NATIONAL SCIENTIFIC  CORPORATION,  a Texas corporation (the "Company"),  at
any time  after the date of this  Warrant  Certificate  and  before  5:00  p.m.,
Arizona time, on December 31, 2001, at a purchase  price of one dollar and fifty
cents ($1.50) (the "Warrant Price") per share, fifty thousand (50,000) shares of
Common Stack of the Company  (the  "Shares").  The number of Shares  purchasable
upon exercise of each Warrant  evidenced  hereby and the Warrant Price per Share
shall be subject  to  adjustment  from time to time as set forth in the  Warrant
Agreement referred to below.

     The  Warrants  evidence  hereby  may be  exercised  in  whole or in part by
presentation  of the Warrant  Certificate  with the Purchase  Form duly executed
(with a signature  guarantee)  and  simultaneous  payment of the  Warrant  Price
(subject to adjustment) at the principal office in Phoenix,  Arizona. Payment of
such price  shall be made at the  option of the  Holder in cash or by  certified
check or bank draft, all as provided in the Warrant Agreement.

     The Warrants evidenced hereby are part of a duly authorized issue of Common
Stock  Purchase  Warrants and are issued under and in accordance  with a Warrant
Agreement  dated  __________________________,  1999 and are subject to terms and
provisions  contained in such Warrant  Agreement,  to all of which the Holder of
the Warrant  Certificate by acceptance  hereof  consents.  A copy of the Warrant
Agreement  may be obtained  for  inspection  by the Holder  hereof upon  written
request to the Company.

     Upon any partial exercise of the Warrants evidenced hereby,  there shall be
countersigned  and issued to the Holder a new Warrant  Certificate in respect of
the  Shares  as to which  the  Warrants  evidenced  hereby  shall  not have been
exercised.  This  Warrant  Certificate  may be  exchanged  at the  office of the
Company by surrender  of this  Warrant  Certificate  properly  endorsed  (with a
signature  guarantee) either separately or in combination with one or more other
Warrants for one or more new Warrants to purchase the same  aggregate  number of
Shares as here  evidenced by the Warrant or Warrants  exchanged.  No  fractional
Shares will be issued upon the exercise of rights to purchase hereunder, but the
Company  shall pay the cash value of any  fraction  upon the  exercise of one or
more Warrants.  The Warrants  evidenced hereby are transferable at the office of
the  Company  in the  manner and  subject  to the  limitations  set forth in the
Warrant Agreement.
<PAGE>
     The Holder hereof may be treated by the Company all other  parsons  dealing
with this Warrant  Certificate as the absolute owner hereof for all purposes and
as the person entitled to exercise the rights represented  hereby, any notice to
the contrary notwithstanding,  and until such transfer is entered an such books,
the Company may treat the Holder hereof as the owner for all purposes.

     This Warrant  Certificate  does not entitle the Holder hereof to any of the
rights of a stockholder of the Company.


Dated:                                  NATIONAL SCIENTIFIC CORPORATION
      -----------------------

                                        By:
                                            ------------------------------------
                                            President

ATTEST:

-----------------------------
Secretary
<PAGE>
                         NATIONAL SCIENTIFIC CORPORATION
                                  PURCHASE FORM

                         National Scientific Corporation
                      4455 East Camelback Road, Suite El GO
                             Phoenix, Arizona 85018

     The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant  Certificate for, and to purchase  thereunder,
______________  Shares of Common Stock  provided for therein,  and requests that
certificates for such Shares be issued in the name of:

________________________________________________________________________________

________________________________________________________________________________
(Please Print or Type Name, Address and Social Security Number)

and,  if  said  number  of  Shares  shall  riot be all  the  Shares  purchasable
hereunder.  that a new  Warrant  Certificate  for  the  balance  of  the  Shares
purchasable  under the within  Warrant  Certificate be registered in the name of
the  undersigned  Holder or his Assignee as below indicated and delivered to the
address stated below.

                                                       Dated: __________________
Name of Holder or Assignee:

___________________________________
(Please Print)

Address:

________________________________________________________________________________

________________________________________________________________________________


Signature:

___________________________________


Note: The  above  signature must correspond with the name as it appears upon the
      face  of  the  within  Warrant  Certificate  in  every particular, without
      alteration  or  enlargement  or any change whatever, unless these Warrants
      have been assigned.

Signature Guaranteed:

___________________________________
(Signature  must be guaranteed  by a bank or trust  company  having an office or
correspondent  in  the  United  States  or  by a  member  firm  of a  registered
securities exchange or the National Association of Securities Dealers, Inc.)
<PAGE>
                                   ASSIGNMENT

                 (To Be Signed Only Upon Assignment Of Warrants)

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto:

________________________________________________________________________________

________________________________________________________________________________
(Name and Address of Assignee Must Be Printed or Typewritten)

the  within   Warrants,   hereby   irrevocably   constituting   and   appointing
_____________________,  Attorney,  to transfer said Warrants on the books of the
Company, with full power of substitution in the premises.


Dated: ____________________________


___________________________________
Signature of Registered Holder

Note: The  signature  on  this  Assignment  must  correspond with the name as it
      appears  upon  the  face  of  the  within  Warrant  Certificate  in  every
      particular, without alteration or enlargement or any change whatever.

Signature Guaranteed:

___________________________________
(Signature  must be guaranteed  by a bank or trust  company  having an office or
correspondent  in  the  United  States  or  by a  member  firm  of a  registered
securities exchange or the National Association of Securities Dealers, Inc.)