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                                                                   EXHIBIT 10.13

                           MEMORANDUM OF UNDERSTANDING

                 DEVELOPMENTAL ALLIANCE TO MANUFACTURE ADVANCED
                SEMICONDUCTOR POWER PROTECTION DEVICES & RELATED
                       TECHNOLOGY BETWEEN IN AIC AND NSC

Considering,

         that AIC Semiconductor Sdn. Bhd. (AIC), a Malaysian Corporation, is
         interested in developing relationships with appropriate international
         technology firms that may bring commercial value to AIC;

         that National Scientific Corporation (NSC), a U.S. Texas Corporation
         located at 4455 East Camelback Road Ste. E-160, Phoenix, Arizona, owns
         certain rights, title, and interest in and to various semiconductor
         technology patents and patent applications and has partnerships that do
         likewise;

         that NSC, as well as its technology partners is willing to enter into a
         licensing and technology transfer agreement to have its advanced power
         protection semiconductor technology developed and manufactured and in
         the Kulim area in Malaysia;

         that NSC is willing and able to solicit demand for, and otherwise
         promote and market in North America and elsewhere, its products
         manufactured at AIC in Malaysia, as well as for other appropriate
         products and services from Malaysia;

         that AIC is willing and able to solicit demand for, and otherwise
         promote and market in the to-be-determined sections of Asia, its
         products manufactured by AIC in Malaysia under agreement with NSC.

Conscious,

         that the development of the high technology will produce a requirement
         for enhanced technology procedures in Kulim;

         that the technology development can raise significant advantages to the
         developing parties by helping to bring them both increased sales;

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         that the technology transfer and manufacturing capabilities require
         certain investments in capital, labor and expertise from all parties;

         that NSC and its partners are willing to provide technical support and
         expertise to help develop this program as required;

         that AIC can provide around 6,000 sqft. of appropriate clean room space
         in Kulim to use for the manufacture of this technology;

         that these issues require specific detailed discussions before a full
         agreement can be made.

Recognizing,

         the responsibilities of the parties involved, according to their
         respective roles and competencies, that they have in creation of this
         agreement;

         that this initiative was formed and tasked with developing an
         "Agreement regarding Technology Transfer and Secure Manufacturing
         Regarding Thyristors, Schottky Diodes, and Related Technology."

Is of the view,

         that the parties will attempt to reach a more detailed agreement on or
         before July 31, 2001;

         and if and until such a detailed agreement is reached, none of the
         parties are committed to any investments beyond a general planning and
         feasibility dialogue;

         and that the parties should be free to briefly communicate in general
         terms only and with prior approval of the other party, to the
         appropriate media the nature of their alliance, in order to help gain
         strong support for the growth of technology in Malaysia in general.

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Done in Kulim, Malaysia:

Monday June 21, 2001, by and between,

   /s/ Mohamud Ariff Puteh
   -----------------------
for AIC

   President
   ---------
Title:

   /s/ L.L. "Lou" Ross
   -------------------
Mr. L.L. "Lou" Ross for National Scientific Corporation

Title: Chief Executive Officer
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