Exhibit 10.1


                              CONSULTING AGREEMENT


     THIS  CONSULTING  AGREEMENT   ("AGREEMENT")  IS  ENTERED  BETWEEN  NATIONAL
SCIENTIFIC  CORPORATION  AND LOU L. ROSS,  EFFECTIVE  THIS 1ST DAY OF  FEBRUARY,
2002.  "NSC," OR "COMPANY" AS USED IN THIS AGREEMENT  MEANS NATIONAL  SCIENTIFIC
CORPORATION. "CONTRACTOR" OR "ROSS" AS USED IN THIS AGREEMENT MEANS LOU L. ROSS.

     For good and valuable consideration, as set forth herein, the parties agree
as follows:

     1. RECOGNITION OF PAST PERFORMANCE; DISPLACEMENT OF EXISTING CONTRACTS: NSC
wishes to recognize  Ross's  performance  without  salary for the first  several
years  of the  Company's  existence.  This  Agreement  supersedes  and  entirely
revokes,  abrogates,  and displaces any and all existing  agreements between the
parties  hereto  regarding  compensation  for services  rendered to the Company,
other than the waiver on August 16, 2001, the  Settlement  Agreement of December
2002,  and the Option  Agreement of December  2001,  and the Board of Director's
Operating  Plan of February  13, 2002,  all of which remain in force.  If any of
these specific prior Agreements are in conflict with this Consulting  Agreement,
the terms of those specific prior Agreements shall prevail.

     2.  POSITION AND DUTIES OF  CONTRACTOR:  As of the  effective  date of this
Agreement,  Ross is  retained by NSC in the  position  of Founder  and  Managing
Director.  Ross  will  perform  such  duties  as are  assigned  by the  Board of
Directors  consistent  with that position,  which may vary from time to time, or
any other position he may subsequently assume with NSC, and will devote his full
knowledge,  skills, attention, and efforts to the business of the Company. These
duties are detailed in Attachment A, "Specific Duties and Compensation," and are
subject to change as the Board may dictate option at a later time.

     3. TERM OF  AGREEMENT:  The term of this  Agreement  will be two (2) years,
from  the  effective  date  of  this  Agreement,  unless  sooner  terminated  in
accordance with the provisions set forth herein.

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     4.  COMPENSATION & SPECIFIC DUTIES:  For his services under this Agreement,
Ross will receive the Compensation  listed in Attachment A, "Specific Duties and
Compensation"

     5. EXPENSES:  NSC will reimburse Ross for all reasonable  business expenses
incurred and documented in compliance with Company policy and procedure.

     6. EXTERNAL COVENANTS AND RESTRICTIONS:  Ross certifies that he is under no
restrictive  covenant or similar  obligation by reason of a prior  employment or
other relationship.  Ross agrees not to undertake,  during his service with NSC,
any external  obligation  that could  restrict his ability to perform his duties
under this Agreement.

     7. OWNERSHIP OF WORK PRODUCT:  Ross acknowledges and agrees that the nature
of his services to NSC and its  clients/customers may have involved and continue
to involve  development  and/or  improvement of technology,  systems,  formulas,
processes,  procedures,  computer-software programs, other programs, and related
documentation.

     a.   Ross agrees that all new or improved  technology,  systems,  formulas,
          processes, procedures, computer-software programs, other programs, and
          related  documentation that Ross has or has had any part in developing
          or improving  are, will be and remain the sole and exclusive  property
          of NSC, and that Ross has  acquired and will acquire no right,  title,
          or  interest  therein.  Ross  further  agrees to  execute  any and all
          documents  necessary for NSC to secure and protect its interest in any
          such   technology,    systems,   formulas,   processes,    procedures,
          computer-software programs, other programs, and related documentation,
          including  but not  limited to  documents  related to  non-disclosure,
          patents,  licenses,  or copyrights,  whether of any state, federal, or
          foreign government.

     b.   Ross  further  acknowledges  and  expressly  agrees  that  all  files,
          records,   lists,  books,   literature,   correspondence,   documents,
          services,  products and data of any type  whatsoever,  and in whatever
          form, including electronically or digitally stored data, related to or
          used in the conduct of the business of NSC, its customers/clients,  or


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          prospective customers/clients are and will remain the property of NSC.
          Ross agrees that,  upon  termination  of this agreement for any reason
          whatsoever,  he will surrender and deliver to NSC all such information
          and materials,  and, to the extent any such material is electronically
          or digitally  stored on a computer or another  medium,  any  remaining
          copies  of  information  surrendered  or  delivered  to  NSC  will  be
          permanently  deleted  from any  computer  or other means of storage in
          NSC's possession.

     8. CONFIDENTIAL  INFORMATION:  Ross acknowledges that, in the course of his
service  with NSC, he has  acquired,  used and added to, and will be  acquiring,
using, and adding to Confidential Information of a special and unique nature and
value.  Ross  acknowledges and understands  that NSC is in a highly  competitive
business  and that its success  depends in  significant  part on  maintaining  a
competitive advantage.  Ross acknowledges and understands that NSC maintains and
uses Confidential Information to gain and maintain such a competitive advantage.

     a.   For the purposes of this Agreement, "Confidential Information" is that
          which  is not  routinely  disclosed  by the  management  or  Board  of
          Directors  of  NSC  in  response  to  inquiries  and  is  not  readily
          obtainable elsewhere.  "Confidential  information" includes but is not
          limited to information  related to the business,  operations,  assets,
          systems,   plans,   products,   contracts,   procedures,    processes,
          documentation,  computer programs,  or software products of NSC and/or
          its customers or clients and any information  about the development or
          improvement  of any technology by NSC and/or its customers or clients.
          Information  obtained by Ross in the course of his previous  work with
          NSC or service under this Agreement is Confidential Information unless
          it is in the public domain.  Information which is in the public domain
          through sources other than Contractor is not Confidential Information.

     b.   Ross  agrees he will  not,  during or after  his  service  under  this
          agreement,  disclose any  Confidential  Information  to any  person(s)
          without  the  express  written   permission  of  NSC  except  as  such
          disclosures may be reasonably necessary in carrying out his duties for
          NSC.

     c.   Ross  acknowledges  and agrees  that any  disclosure  of  Confidential
          Information by him will constitute a material breach of this Agreement


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          and be cause for immediate  termination of this Agreement and may give
          rise to other legal liabilities for Contractor and remedies for NSC.

     9.  AGREEMENT  NOT TO  COMPETE:  Ross  acknowledges  that,  in  addition to
Confidential  Information to which he has had access and will have access during
the course of his service under this agreement, he will be given the opportunity
to develop and maintain relationships on behalf of NSC with employees of NSC and
with existing and future customers and prospective customers and clients of NSC.
Ross agrees that during the term of this Agreement and any extension thereof and
for a period of one (1) year after  termination of this Agreement,  he will not,
directly or indirectly,  as owner, partner,  principal,  shareholder,  director,
investor, lender, officer, agent, or in any other capacity:

     a.   solicit, divert, or accept business from any person or entity that was
          a current or prospective  customer or client of NSC at any time during
          the one-year period before termination of this Agreement, or

     b.   employ or solicit for employment any person who was an employee of NSC
          at any time during the  one-year  period  before  termination  of this
          Agreement.

     c.   For purposes of this Agreement,  a "prospective" customer or client is
          one that, at any time during the one-year period before termination of
          this  Agreement,  received a proposal  from NSC or whose  business was
          demonstrably solicited by NSC.

     10. TERMINATION OF AGREEMENT:  This Agreement will terminate as provided in
Section 3 unless  sooner  terminated  by any of the  following  events.

     a.   This  Agreement  will  terminate  at  any  time  upon  mutual  written
          agreement of NSC and Ross, in accordance with the terms of that mutual
          agreement.

     b.   This  Agreement  will  terminate  upon a filing  for the  liquidation,
          dissolution or bankruptcy of NSC.

     c.   This Agreement will terminate on the date of Ross' death.

     d.   Ross may terminate this Agreement  without cause upon thirty (30) days
          written notice to NSC. In the event of such termination,  Ross will be
          entitled  only to  compensation  earned on or before the final date of


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          this service,  and will forfeit any benefit  conferred upon him by and
          through the  Nonqualified  Stock Option  Agreement  of December  2001,
          other  than  from the  execution  of any  then-vested  options  in his
          possession   executed  within  the  time  windows   specified  in  the
          Nonqualified Stock Option Agreement of December 2001.

     e.   NSC may  terminate  this  Agreement  at any time  without  cause  upon
          written  notice to Ross, but will pay a penalty of  approximately  six
          months of compensation to do so. In the event of such termination, NSC
          will pay Ross  $60,000 as  liquidated  damages  for this  termination,
          payable within 90 days of such termination.  Such termination will not
          as prevent Ross from  continuing to serve at the NSC Board,  and to be
          compensated in the manor then customary for outside Board members.  No
          additional  payment,  including payment of accrued and unpaid vacation
          or any other benefit, will be due from the Company to Ross.

     f.   Notwithstanding  any other  provision  hereof,  NSC may terminate this
          Agreement  and for  cause at any time  upon  written  notice  to Ross,
          specifying  the cause for  termination.  "Cause  for  termination"  is
          defined as any of the following:  neglect of duties;  insubordination;
          failure to comply with lawful  instructions;  fraud;  theft;  habitual
          drunkenness or substance abuse; unethical business conduct; conviction
          of a felony;  any act or failure to act that would constitute a felony
          if prosecuted pursuant to applicable  criminal statutes;  any material
          breach of this Agreement;  any willful or repeated material  violation
          of company  policy;  or failure to comply with  applicable  federal or
          state statute or regulations  regarding  trading Company stock. In the
          event  of  termination  for  cause,  Ross  will  be  entitled  only to
          compensation   earned  on  or  before  the  final  date  of  Agreement
          termination,  including liquidated damages of $6000, payable within 90
          days of such termination.

     11. SCOPE AND  MODIFICATION  OF AGREEMENT:  Neither party has relied on any
statement  or  representation  by the other party or any  representative  of the
other  party  that  is not  expressly  stated  in  this  Agreement.  Changes  or
amendments to this  Agreement are of no effect unless in writing  signed by both
parties.


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     12. PROHIBITION OF ASSIGNMENT:  This Agreement is personal to Ross. Neither
party can assign the  performance of  obligations  hereunder to any third party.
Notwithstanding  that,  the parties'  rights under this  Agreement  inure to the
benefit of their respective successors, heirs, and assigns.

     13.  SEVERABILITY:  The provisions  herein entitled  Position and Duties of
Contractor,  Compensation,  Expenses, Termination, and Prohibition of Assignment
are not severable.  All other provisions herein are severable. The ruling of any
court or arbitrator of competent  jurisdiction  that any severable  provision is
void, voidable, or otherwise  unenforceable shall have no effect on the validity
and enforceability of any other provision.

     14. CHOICE OF LAW: This  Agreement is to be construed  and  interpreted  in
accordance  with the laws of Arizona,  except as those laws may be  preempted by
federal law,  and without  regard to choice of laws rules.  No action  involving
this  Agreement may be brought  except as provided in Sections 18 below,  and no
court action  challenging the enforceability of Section 18 may be brought except
in a state or federal court located in Phoenix, Maricopa County, Arizona.

     15. WAIVER: Waiver by either party of any breach under this Agreement shall
not  operate  as a waiver  of any  subsequent  breach  of the same or any  other
provision of this Agreement.

     16.  NOTICES:  Any notice required under this Agreement shall be sufficient
if given in  writing  and sent by  registered  mail to the below  address of the
party to be noticed.

          National Scientific Corporation                     Lou L. Ross
          14455 N Hayden Road                     2243 North Lemon Street
          Suite 202                                   Mesa, Arizona 85215
          Scottsdale, Arizona 85260

     17.  ARBITRATION  OF CLAIMS AND  DISPUTES:  Except as  otherwise  expressly
provided in this  Agreement,  any civil claim which  arises out of or relates in
any way to this  Agreement,  to the  parties'  previous  contract(s),  or to the
relationship  between the parties  shall be settled by exclusive,  binding,  and


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final arbitration in Phoenix,  Arizona,  in accordance with Rules, and under the
auspices,  of the American  Arbitration  Association.  This  includes but is not
limited  to  claims   arising   under  the  common  law  of  contract  or  tort,
discrimination claims, and all claims arising under any federal,  state, county,
or municipal constitution,  charter,  statute, rule, or regulation.  THE PARTIES
EXPRESSLY  AGREE TO FOREGO ANY RIGHT TO TRIAL BY A JUDGE AND/OR JURY IN FAVOR OF
FINAL, BINDING, AND EXCLUSIVE ARBITRATION.

     18. RIGHT TO INJUNCTIVE RELIEF:  Notwithstanding  the parties' agreement to
arbitrate  any and all civil  claims that may arise from this  Agreement,  their
prior  contract(s),  or the  relationship  between them, Ross  acknowledges  and
agrees  that any breach or  threatened  breach of Sections 8, 9 or 10 will cause
NSC  irreparable  harm  and  entitle  NSC to such  injunctive  relief  as may be
necessary to prevent such a breach by Ross and/or any person  acting for or with
him. This right to injunctive relief is in addition to and without limitation of
any other rights,  remedies, or damages available to NSC under this Agreement or
at law  or in  equity.  Ross  shall  reimburse  NSC  its  costs  and  reasonable
attorney's fees incurred in obtaining such injunctive relief.

     19. DAMAGES FOR BREACH: NSC's liability to Ross for wrongful termination of
this Agreement or any other breach thereof shall not exceed the amount of actual
damages proven and, in any case, shall not exceed the amount of compensation and
expenses  Ross did not  receive and would have  received  had he  completed  the
then-current Period of this Agreement.

     20. INDEPENDENT CONTRACTORS. The parties are independent contractors.  Each
will bear its own costs and expenses incurred in connection with this Agreement.
Neither party has the authority to bind the other to any third party  agreement,
except as may be mutually agreed upon in a separate  writing.  In no event shall
either  party be liable  for any debts of the other  party to its  customers  or
other creditors unless provided for in this Agreement or in a separate writing.

     21. LEGAL COUNSEL: The parties agree that they have read and understand the
terms of this  Agreement  and that they have had ample  opportunity  to seek the
counsel of their own attorneys before executing this Agreement.


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     22. SURVIVAL: The parties expressly agree that Sections 7, 8, 9, 10, 18 and
19 (and all subparts thereof), and the rights and liabilities set forth therein,
shall survive the termination of this Agreement.

     23.  EXECUTION  IN   COUNTERPARTS:   This  Agreement  may  be  executed  in
counterparts  with  the  same  effect  as if the  parties  had  signed  the same
document.  The counterparts shall be construed together and shall constitute one
Agreement.

Executed this date, _________  2002_____, in Scottsdale, Arizona,

        National Scientific Corporation          Lou L. Ross

By:     ________________________________     By: _______________________________

Its:    ________________________________



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                                  ATTACHMENT A

        SPECIFIC DUTIES AND COMPENSATION AS FOUNDER AND MANAGING DIRECTOR


SPECIFIC DUTIES:

     1.   Leadership  and direction on  development  of off-shore  manufacturing
          channels.

     2.   Leadership  and  direction  on  development  of novel  and  profitable
          technology  relationships  with Universities and other prospective NSC
          IP partners, including assistance with the oversight of Dr. El-Sharawy
          at ASU.

     3.   Support and  direction of Mergers and  Acquisitions  activities of the
          Company.

     4.   Leadership and direction on overall Company business strategy.

     5.   Other projects are assigned by the Board on an on-going  basis,  to be
          determined in detail at a later date.

     6.   (Duties and  Compensation  as a Board  member and Chairman are covered
          under a separate agreement.)

COMPENSATION:

     1.   Consulting  Services  of $100  per  hour  of  approved  project  work.
          Consultant is projected to work 900 hours per year, or an  approximate
          average of 18 hours per week.  Consultant  will be paid on a bi-weekly
          basis using this assumption,  unless the Consultant reports a variance
          in the project  hours worked to the Company.  Consultant  shall report
          such  variances  with in a  reasonably  period of time from which they
          occur,  but  otherwise  shall  not have any  specific  time  reporting
          requirements  under this Agreement.  This plan is projected to produce
          $90,000 per year in consulting  fees,  which  combined with Board Fees
          (covered  in a separate  agreement)  is expected to result in $120,000
          per year in cash compensation to the Ross.

     2.   From February 1, 2002, until otherwise  announced by the Company,  20%
          of the payable fees to the Consultant will be held back by the Company
          in an  effort  to  preserve  cash  resources,  and will be paid to the
          Consultant  when the Company has sufficient  cash and other  resources
          available,  in the option of the Chief Financial  Officer or the Board
          of Directors,  to responsibly do so. These funds remain payable to the
          Consultant.


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