EXHIBIT 10.1


                          SECURITIES EXCHANGE AGREEMENT

     This Securities  Exchange  Agreement is made and entered into as of January
28, 2005 (the "Agreement") by and among TurboWorx,  Inc., a Delaware corporation
("Turbo") and National Scientific  Corporation,  a U.S. Texas Public Corporation
("NSC").

     WHEREAS, pursuant to that certain Memorandum of Understanding ("MOU") dated
as of October 29, 2004 between Turbo and NSC,  Turbo and NSC agreed to explore a
technology and marketing  relationship to improve the value of their  respective
technology  solutions to prospective  customers and to improve their  respective
efficiencies of accessing these customers and markets; and

     WHEREAS,  in  furtherance  of the  relationships  created by the MOU, Turbo
desires to invest in NSC, and NSC desires to invest in Turbo.

     NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter set
forth, and intending to be legally bound hereby,  the parties have agreed and do
hereby agree as follows:

     1.   CONVERSION AND EXCHANGE OF SECURITIES.

          1.1. EXCHANGE  OF  TURBO  COMMON  STOCK.  Subject  to  the  terms  and
conditions of this Agreement,  at the Closing, Turbo agrees to exchange with NSC
and NSC agrees to exchange with Turbo,  360,000  shares of Turbo's common stock,
$0.001 par value ("Turbo Common Stock") PLUS $240,000 (the "Cash Consideration")
payable by wire transfer of immediately  available funds for 7,150,000 shares of
NSC's common stock, $0.01 par value ("NSC Common Stock").

          1.2. CLOSING;  DELIVERY.  The transactions set forth in this Section 1
shall take place at the offices of Greenberg Traurig, 200 Park Avenue, New York,
New York 10166 at such time as the  parties  mutually  agree upon (which time is
designated as the "Closing"). At the Closing:

          (a)  Turbo  shall  transfer  to  NSC  the  Turbo  Common  Stock  being
exchanged for shares of NSC Common Stock as set forth in Section 1.1, along with
such share certificates  (accompanied by stock powers duly endorsed in blank) as
may be necessary to facilitate such transfer.

          (b)  Turbo shall pay and deliver to NSC the Cash Consideration in cash
by wire transfer of immediately  available funds to accounts specified by NSC in
writing at least two business days prior to the Closing.

          (c)  NSC shall deliver to Turbo such share  certificates  representing
the number of shares of NSC Common Stock, or shall deliver an irrevocable letter

<PAGE>

of instruction  to NSC's transfer agent  providing for such number of NSC Common
Stock to be delivered to and in the name of Turbo, in consideration for the Cash
Consideration  and the  Turbo  Common  Stock  to be  exchanged  by  Turbo to NSC
hereunder for shares of NSC Common Stock.

          (d)  Turbo  shall  deliver  to NSC the  lock-up  letter in the form of
EXHIBIT A hereto executed by Turbo.

          (e)  NSC  shall  deliver  to Turbo the  lock-up  letter in the form of
EXHIBIT B hereto executed by NSC.

          (f)  Turbo  shall  provide  to  NSC  or to  its  transfer  agent  such
information  as shall be requested  by NSC or its transfer  agent with regard to
Turbo, including information regarding its mailing address, telephone number and
other contact information,  and any and all information necessary with regard to
the filing of a Form W-9 regarding Turbo.

          1.3. SPIN-OFF, REGISTRATION.

          (a)  NSC  hereby  agrees  that it shall  spin-off  at least 50% of the
shares  of  Turbo  Common  Stock  to  the  stockholders  of  NSC  pursuant  to a
registration  statement on Form SB-2 (the "Registration  Statement") to be filed
by Turbo under the Securities Act of 1933, as amended (the "Securities Act"), as
soon as  practicable  following  the  Closing,  with such  shares  being  freely
tradable. Other than as provided in section 1.3(c) below, NSC hereby agrees that
it shall  distribute  such Turbo Common Stock to its  stockholders on a PRO RATA
basis.  Turbo hereby  undertakes  that it will file the  Registration  Statement
within  30 days  following  the  Closing.  Turbo  hereby  agrees to use its best
efforts  to have such  Registration  Statement  effective  no later than 90 days
following the filing thereof. NSC agrees to cooperate in furnishing all required
information  requested by Turbo in connection with the preparation and filing of
the Registration Statement.

          (b)  All  expenses   incurred  in  connection  with  the  registration
pursuant to this Section 1.3,  including without limitation all registration and
qualification  fees,  blue sky fees,  printers' and  accounting  fees,  fees and
disbursements  of counsel for NSC, shall be borne by Turbo,  provided that Turbo
shall not be responsible for any fees and expenses greater than $150,000.

          (c)  Turbo hereby agrees that it shall waive any rights it may have as
a shareholder of NSC to receive such shares of Turbo Common Stock to be spun-off
to the stockholders of NSC pursuant to Section 1.3(a).

          (d)  NSC hereby  agrees that it shall notify Turbo in writing at least
thirty (30) days prior to filing any registration statement under the Securities
Act for purposes of effecting a public offering of securities of NSC (including,
but not limited to, new registration  statements relating to secondary offerings
of  securities  of NSC,  but  EXCLUDING  any  updates to  existing  registration


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<PAGE>

statements  relating to  secondary  offerings  of  securities  of NSC,  employee
benefit plan or a corporate  reorganization or other transaction covered by Rule
145 promulgated  under the Securities Act, or a registration on any registration
form which does not permit secondary sales or does not include substantially the
same information as would be required to be included in a registration statement
covering  the sale of NSC Common  Stock) and will use its best efforts to afford
Turbo an opportunity to include in such  registration  statement all or any part
of the NSC Common Stock then held by Turbo.  In the event that Turbo  desires to
include  in any such  registration  statement  all or any part of the NSC Common
Stock held by Turbo,  Turbo shall,  within twenty (20) days after receipt of the
above-described  notice from NSC,  so notify NSC in writing,  and in such notice
shall  inform NSC of the number of NSC Common  Stock Turbo  wishes to include in
such  registration  statement.  If Turbo  decides  not to include all of the NSC
Common Stock in any registration  statement thereafter filed by NSC, Turbo shall
nevertheless  continue to have the right to include any NSC Common  Stock in any
subsequent  registration statement or registration statements as may be filed by
NSC with  respect  to  offerings  of its  securities,  all upon  the  terms  and
conditions set forth herein.  The registration  rights and obligations set forth
above shall terminate on January 31, 2008.

          (e)  Turbo hereby  agrees that it shall notify NSC in writing at least
thirty (30) days prior to filing any registration statement under the Securities
Act for  purposes  of  effecting  a  public  offering  of  securities  of  Turbo
(including,  but not limited to,  registration  statements relating to secondary
offerings of securities of Turbo,  but EXCLUDING any employee  benefit plan or a
corporate  reorganization or other  transaction  covered by Rule 145 promulgated
under the Securities Act, or a registration on any registration  form which does
not  permit  secondary  sales  or  does  not  include   substantially  the  same
information  as would be required to be  included  in a  registration  statement
covering the sale of Turbo Common Stock) and will use its best efforts to afford
NSC an opportunity to include in such registration  statement all or any part of
the Turbo  Common  Stock  then held by NSC.  In the event  that NSC  desires  to
include in any such  registration  statement all or any part of the Turbo Common
Stock  held by NSC,  NSC shall,  within  twenty  (20) days after  receipt of the
above-described  notice from  Turbo,  so notify  Turbo in  writing,  and in such
notice  shall  inform  Turbo of the number of Turbo  Common  Stock NSC wishes to
include in such registration statement. If NSC decides not to include all of the
Turbo Common Stock in any registration  statement thereafter filed by Turbo, NSC
shall nevertheless  continue to have the right to include any Turbo Common Stock
in any subsequent  registration  statement or registration  statements as may be
filed by Turbo with respect to offerings of its  securities,  all upon the terms
and conditions set forth herein.  The  registration  rights and  obligations set
forth above shall terminate on January 31, 2008.

     2.   REPRESENTATIONS AND WARRANTIES OF TURBO.

          Turbo hereby respectively represents and warrants to NSC as follows:

          2.1. AUTHORIZATION. Turbo has full power, authority and legal capacity
to enter into this  Agreement and to consummate  the  transactions  contemplated
hereby and thereby,  and has duly executed and  delivered  this  Agreement.  All
corporate action on the part of Turbo, its officers,  directors and stockholders


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<PAGE>

necessary for the  authorization,  execution,  delivery and  performance of this
Agreement by Turbo, and the performance of all of Turbo's obligations  hereunder
have  been  taken.   This  Agreement   constitutes  valid  and  legally  binding
obligations of Turbo,  enforceable in accordance  with its terms,  except (a) as
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
fraudulent  conveyance,  and any other  laws of  general  application  affecting
enforcement of creditors' rights  generally,  (b) as limited by laws relating to
the availability of a specific performance, injunctive relief or other equitable
remedies, or (c) to the extent limited by applicable federal or state securities
laws, public policy and other equitable considerations.

          2.2. CONSENTS AND APPROVALS;  NO VIOLATION.  Neither the execution and
delivery  of this  Agreement  by  Turbo,  nor the  consummation  by Turbo of the
transactions contemplated hereby, will (i) conflict with or result in any breach
of any  provision of any  contract  between  Turbo and any third party,  or (ii)
require any  consent,  approval,  authorization  or permit of, or filing with or
notification to, any governmental authority or shareholders.

          2.3  ORGANIZATION,  GOOD  STANDING  AND  QUALIFICATION.   Turbo  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Turbo has all requisite power and authority to own and
operate its  properties and assets and to carry on its business as now conducted
and  as  presently  proposed  to be  conducted.  Turbo  is  duly  qualified  and
authorized to transact business and is in good standing as a foreign corporation
in each jurisdiction in which the nature of its activities and of its properties
(both owned and leased)  makes such  qualification  necessary,  except for those
jurisdictions in which failure to do so would not have a material adverse effect
on Turbo.

          2.4. AUTHORIZATION  OF  TURBO  COMMON  STOCK.   Turbo  has  taken  all
necessary action to permit it to issue the Turbo Common Stock to NSC pursuant to
Section  1.1 of this  Agreement.  The  Turbo  Common  Stock to be  issued to NSC
pursuant to Section 1.1 will,  when issued,  be validly  issued,  fully paid and
nonassessable.   No  Turbo   stockholder  will  have  any  preemptive  right  of
subscription or purchase in respect thereof.

          2.5. CAPITALIZATION.  As of the date hereof,  the  authorized  capital
stock of Turbo  consists of: (i) 16,500,000  shares of common stock,  $0.001 par
value per share;  and 9,088,819  shares of preferred stock, par value $0.001 per
share. As of December 31, 2004, there were 559,513 shares of the common stock of
Turbo,  $0.001 par value per share, issued and outstanding and 894,741 shares of
preferred stock of Turbo,  $0.001 par value per share,  issued and  outstanding.
Turbo  warrants that the 360,000 shares of Turbo Common Stock to be exchanged as
stated in Section 1.1, 1.2 and 1.3(a) of this  Agreement  represents on the date
of this  Agreement  approximately  2.4% (on a  fully-diluted  basis) of  Turbo's
outstanding common stock, and will continue to represent  approximately 2.4% (on
a fully-diluted  basis) of Turbo's outstanding common stock until such a time as
the Registration Statement becomes effective.


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<PAGE>

          2.6. LEGENDS.  It is  understood  that each  certificate  representing
Turbo Common Stock shall bear the following legend:

               "THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
               SECURITIES  ACT OF 1933,  AS AMENDED.  THEY MAY NOT BE SOLD,
               OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
               AN EFFECTIVE  REGISTRATION  STATEMENT  AS TO THE  SECURITIES
               UNDER SAID ACT OR AN OPINION OF COUNSEL  SATISFACTORY TO THE
               COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

               "THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS  ON TRANSFER
               AND  MAY  NOT  BE  SOLD,  EXCHANGED,  TRANSFERRED,  PLEDGED,
               HYPOTHECATED  OR OTHERWISE  DISPOSED OF EXCEPT IN ACCORDANCE
               WITH  AND  SUBJECT  TO ALL THE  TERMS  AND  CONDITIONS  OF A
               CERTAIN LOCK-UP  AGREEMENT DATED AS OF FEBRUARY __, 2005 (AS
               THE SAME MAY BE AMENDED OR  MODIFIED  FROM TIME TO TIME),  A
               COPY OF WHICH THE COMPANY WILL FURNISH TO THE HOLDER OF THIS
               CERTIFICATE UPON REQUEST AND WITHOUT CHARGE."

     3.   REPRESENTATIONS AND WARRANTIES OF NSC.

          NSC  represents and warrants to Turbo as follows:

          3.1. AUTHORIZATION.  NSC has full  power and  authority  to enter into
this  Agreement  and to  consummate  the  transactions  contemplated  hereby and
thereby,  and has duly  executed and  delivered  this  Agreement.  All corporate
action on the part of NSC, its officers,  directors and  stockholders  necessary
for the authorization,  execution, delivery and performance of this Agreement by
NSC, and the performance of all of NSC's  obligations  hereunder and thereunder,
have  been  taken.  This  Agreement  constitutes  a valid  and  legally  binding
obligation  of NSC,  enforceable  in  accordance  with its terms,  except (a) as
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
fraudulent  conveyance,  and any other  laws of  general  application  affecting
enforcement of creditors' rights  generally,  or (b) as limited by laws relating
to the  availability  of a  specific  performance,  injunctive  relief  or other
equitable remedies,  or (c) to the extent limited by applicable federal or state
securities laws, public policy and other equitable considerations.

          3.2. CONSENTS AND APPROVALS;  NO VIOLATION.  Neither the execution and
delivery of this  Agreement,  nor the  consummation  by NSC of the  transactions
contemplated  hereby,  will (i)  conflict  with or result  in any  breach of any


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<PAGE>

provision of NSC's organizational  documents or any contract between NSC and any
third party, or (ii) require any consent, approval,  authorization or permit of,
or filing  with or  notification  to,  any  governmental  authority,  except for
filings required under applicable federal or state securities laws.

          3.3. ORGANIZATION,   GOOD  STANDING  AND   QUALIFICATION.   NSC  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Texas.  NSC has all  requisite  power and  authority  to own and
operate its  properties and assets and to carry on its business as now conducted
and as presently proposed to be conducted.  NSC is duly qualified and authorized
to transact  business and is in good standing as a foreign  corporation  in each
jurisdiction  in which the nature of its activities and of its properties  (both
owned  and  leased)  makes  such  qualification  necessary,   except  for  those
jurisdictions in which failure to do so would not have a material adverse effect
on NSC.

          3.4. CAPITALIZATION.  As of the date hereof,  the  authorized  capital
stock of NSC  consists of: (i)  120,000,000  shares of common  stock,  $0.01 par
value per share; and 4,000,000  shares of preferred  stock,  $0.10 par value per
share.  As of December  31,  2004,  there were  84,350,657  shares of NSC common
stock, $0.01 par value per share, issued and outstanding and 4,000,000 shares of
NSC preferred stock, $0.10 par value per share authorized but not issued.

          3.5. AUTHORIZATION  OF NSC COMMON  STOCK.  NSC has taken all necessary
action to permit it to issue the NSC Common  Stock to Turbo  pursuant to Section
1.1 of this  Agreement.  The NSC Common Stock to be issued to Turbo  pursuant to
Section 1.1 will, when issued, be validly issued,  fully paid and nonassessable.
No NSC stockholder will have any preemptive right of subscription or purchase in
respect thereof.

          3.6  LEGENDS. It is understood that each certificate  representing NSC
Common Stock shall bear the following legend:

               "THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
               SECURITIES  ACT OF 1933,  AS AMENDED.  THEY MAY NOT BE SOLD,
               OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
               AN EFFECTIVE  REGISTRATION  STATEMENT  AS TO THE  SECURITIES
               UNDER SAID ACT OR AN OPINION OF COUNSEL  SATISFACTORY TO THE
               COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

               "THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS  ON TRANSFER
               AND  MAY  NOT  BE  SOLD,  EXCHANGED,  TRANSFERRED,  PLEDGED,
               HYPOTHECATED  OR OTHERWISE  DISPOSED OF EXCEPT IN ACCORDANCE
               WITH  AND  SUBJECT  TO ALL THE  TERMS  AND  CONDITIONS  OF A
               CERTAIN  LOCK-UP  AGREEMENT DATED AS OF FEBRUARY 1, 2005 (AS


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<PAGE>

               THE SAME MAY BE AMENDED OR  MODIFIED  FROM TIME TO TIME),  A
               COPY OF WHICH THE COMPANY WILL FURNISH TO THE HOLDER OF THIS
               CERTIFICATE UPON REQUEST AND WITHOUT CHARGE."

     4.   PROFESSIONAL FEES

          4.1  FEES OF CASIMIR CAPITAL.  Turbo and NSC hereby agree that Casimir
Capital  ("Casimir") is entitled to receive the following  compensation from NSC
and from Turbo in connection with this Agreement:

          (a)  Turbo  shall (i) pay  Casimir  $125,000  in cash,  and (ii) issue
Casimir  five-year  warrants to purchase  95,000 shares of Turbo's common stock,
$0.001 par value. Such warrants shall have an exercise price of $2.50 per share,
shall  contain  cashless  exercise  provisions  and shall  provide  full-ratchet
anti-dilution  protection  for two  years  and  weighted  average  anti-dilution
protection thereafter.

          (b)  NSC shall (i) pay Casimir  $25,000 in cash at  Closing,  and (ii)
issue Casimir 800,000 cashless exercise (at an exercise price of $0.10) warrants
of five- year term of the same form as the Placement Agent Warrants  provided by
NSC to Casimir in April 2004.

     5.   MISCELLANEOUS.

          5.1. ENTIRE AGREEMENT;  SUCCESSORS AND ASSIGNS. This Agreement and the
schedules and exhibits hereto  constitute the entire agreement  between or among
the parties  relative to the  subject  matter  hereof.  Any  previous  agreement
between or among the parties is  superseded  by this  Agreement.  Subject to the
exceptions specifically set forth in this Agreement, the terms and conditions of
this Agreement  shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and assigns of the parties.

          5.2. GOVERNING LAW. This Agreement  shall be governed by and construed
in  accordance  with the laws of the State of Delaware  applicable  to contracts
entered into and wholly to be performed within the State of Delaware by Delaware
residents.

          5.3. COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one and the same instrument.

          5.4. NOTICES.  Any notice  required or  permitted  hereunder  shall be
given in  writing  and  shall be  conclusively  deemed  effectively  given  upon
personal delivery,  or delivery by overnight courier,  or five (5) business days
after  deposit in the United  States mail,  by  registered  or  certified  mail,
postage prepaid, addressed:


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<PAGE>

               (i)  if to Turbo, to:

                    TurboWorx, Inc.
                    3 Enterprise Drive,
                    Shelton, CT 06484,
                    Attention: Jeff Augen
                    Phone 203-944-0588
                    Fax 203-944-0489

                    with a copy (which copy shall not constitute notice) to:

                    Greenberg Traurig, LLP
                    200 Park Avenue
                    New York, New York 10166
                    Attention:  Michael L. Pflaum, Esq.

               (ii) if to NSC, to:

                    National Scientific Corporation
                    14505 N. Hayden Rd. Ste 305
                    Scottsdale, AZ 85260
                    Attention: Michael Grollman
                    Phone: 480-948-8324
                    Fax:   480-483-8893

                    with a copy (which copy shall not constitute notice) to:

                    David M. Dobbs, P.C.
                    8655 Via De Ventura, Suite G-200
                    Scottsdale, AZ.  85258
                    Phone:  480-922-0077
                    Fax:    928-468-8118

or at such other address as Turbo or NSC may designate by ten (10) days' advance
written notice to the other parties to this Agreement.

          5.5. AMENDMENT OF AGREEMENT.  Any  provision of this  Agreement may be
amended by a written instrument signed by Turbo and NSC.

          5.6. SEVERABILITY.  If one or more  provisions  of this  Agreement are
held to be unenforceable  under applicable law, such provision shall be excluded


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<PAGE>

from this Agreement and the balance of the Agreement  shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance  with its
terms.

          5.7. ATTORNEY'S  FEES.  If any  action at law or in equity  (including
arbitration)  is  necessary  to  enforce or  interpret  the terms of any of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary  disbursements in addition to any other relief to which such
party may be entitled.

          5.8. DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
power or remedy accruing to any party under this  Agreement,  upon any breach or
default of any other party under this  Agreement,  shall  impair any such right,
power or remedy of such  non-breaching or non-defaulting  party, nor shall it be
construed  to be a waiver of any such  breach  or  default,  or an  acquiescence
therein,  or of or in any similar breach or default  thereafter  occurring;  nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default  theretofore  or  thereafter  occurring.  Any waiver,  permit,
consent or  approval  of any kind or  character  on the part of any party of any
breach or default under this  Agreement,  or any waiver on the part of any party
of any provisions or conditions of this Agreement,  must be in writing and shall
be effective  only to the extent  specifically  set forth in such  writing.  All
remedies,  either under this  Agreement  or by law or otherwise  afforded to any
party, shall be cumulative and not alternative.

          5.9. CONFIDENTIALITY.  Each party hereto agrees that,  except with the
prior  written  permission  of the  parties  hereto,  it shall at all times keep
confidential  and  not  divulge,  furnish  or  make  accessible  to  anyone  any
confidential  information,  knowledge  or data  concerning  or  relating  to the
business or financial  affairs of the other parties to which such party has been
or shall become privy by reason of this  Agreement,  discussions or negotiations
relating to this Agreement or the performance of its obligations hereunder.  The
provisions of this Section 5.9 shall be in addition to, and not in  substitution
for, the provisions of any separate nondisclosure agreement that may be executed
by the parties hereto.

          5.10. FURTHER ACTIONS.  Each party hereto  shall  execute such further
documents and  instruments  and take such further  actions as may  reasonably be
requested by the other party to consummate the transactions  contemplated hereby
or to effect the other purposes of this Agreement.

          5.11. JUDICIAL PROCEEDINGS. EACH OF THE PARTIES HERETO AGREES THAT ANY
ACTION,  SUIT OR PROCEEDING  AGAINST ANY OF THE PARTIES  HERETO ARISING UNDER OR
RELATING IN ANY WAY TO THIS AGREEMENT OR A TRANSACTION  CONTEMPLATED  HEREBY MAY
BE BROUGHT OR ENFORCED  IN THE COURTS OF THE STATE OF  Delaware  OR, AND EACH OF
THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF EACH SUCH COURT IN RESPECT OF
ANY  SUCH  ACTION,  SUIT OR  PROCEEDING.  EACH  OF THE  PARTIES  HERETO  FURTHER
IRREVOCABLY  CONSENTS  TO THE  SERVICE OF PROCESS  IN ANY SUCH  ACTION,  SUIT OR
PROCEEDING  BY THE MAILING OF COPIES  THEREOF BY  REGISTERED  OR CERTIFIED  MAIL


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<PAGE>

POSTAGE  PRE-PAID,  RETURN  RECEIPT  REQUESTED,  OR BY A  NATIONALLY  RECOGNIZED
OVERNIGHT  COURIER,  TO  SUCH  PARTY  AT  ITS  ADDRESSES  PROVIDED  FOR  NOTICES
HEREUNDER.

          5.12. INTERPRETATION. The article and section  headings  contained  in
this  Agreement  are solely for the  purpose of  reference,  are not part of the
agreement  of the  parties  and  shall  not in any way  affect  the  meaning  or
interpretation  of this  Agreement.  All  references to the term "as of the date
hereof" shall mean the date of this Agreement.


                            [SIGNATURE PAGE FOLLOWS]



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<PAGE>

         IN WITNESS  WHEREOF,  The  undersigned,  intending to be legally  bound
hereby,  has duly executed this document as of the date and year first set forth
above.

                                     TURBOWORX, INC.


                                     By:  /s/ Andrew H. Sherman
                                          --------------------------------------
                                          Name:  Andrew H. Sherman
                                          Title: Vice President, Operations

                                     NATIONAL SCIENTIFIC CORPORATION


                                     By:  /s/  Michael A. Grollman
                                          --------------------------------------
                                          Name:  Michael A. Grollman
                                          Title: CEO & Chairman


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