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 STATIC MEMORY CELL WITH LOAD CIRCUIT USING A TUNNEL DIODE,  (the
Invention)  invented by us, as described in the  application  for United  States
Patent  Application  Serial No.  08/991,966  filed 17 December  1997 (M&G Docket
Number  2238-040),  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.  08/991,966,  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
<PAGE>
ASSIGNMENT
S/N: 08/991,966
Page: 2

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.

4/2/98                                  /s/ Lou Ross
------                                  ----------------------------------------
DATE                                    Lou Ross
                                        Chairman and C.E.O.
                                        NATIONAL SCIENTIFIC CORP.

STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )

     On  this 2 day of  April  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 SEAL]                           NOTARY PUBLIC
<PAGE>
ASSIGNMENT
S/N: 08/991,966
Page: 3


4/16/98                                 /s/ El-Badawy Amien El-Sharawy
-------                                 ----------------------------------------
DATE                                    EL-BADAWY AMIEN EL-SHARAWY


STATE OF ARIZONA    )
                    ) ss
County of Maricopa  )

     On this 16th day of April  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/ Mary M. Sitter
                                        ----------------------------------------
[NOTARY SEAL]                           NOTARY PUBLIC


4/27/98                                 /s/ Majid M. Hashemi
-------                                 ----------------------------------------
DATE                                    MAJID M. HASHEMI


STATE OF California      )
                         ) ss
County of Santa Clara    )

     On this 27th 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 SEAL]                           NOTARY PUBLIC