EXHIBIT 10.9


                         NATIONAL SCIENTIFIC CORPORATION
                        14455 NORTH HAYDEN RD. SUITE 202
                         SCOTTSDALE, ARIZONA 85260-6947



April 23, 2004

Mr. Anthony Grosso
President, CIS Services, LLC
251 Quail Run Road
Suffield, CT. 06078

Re:  Letter of Understanding

Dear Anthony;

     This letter of  understanding  is a follow-up to our e-mails and  telephone
conversations  in which we mapped  out a near term plan  between  yourself,  CIS
Services  LLC dba Verify  Systems and NSC.  The  conversations  and e-mails have
indicated that our mutual intent was NSC would undertake certain actions for the
purpose of advancing  our sales in the school bus and student  tracking  market;
and you and Verify Systems would  undertake  complimentary  actions  serving the
same intended  purpose.  This letter is intended to confirm this relationship in
the form of a binding agreement ("Agreement") between Anthony Grosso (Grosso) as
an individual and as owner of CIS Services,  LLC (CIS) dba Verify  Systems,  and
National  Scientific  Corporation  (NSC)  as a Texas  Corporation.  This  letter
replaces all previous  negotiations and  discussions,  and contains the complete
understanding  for the current and future  relationship  between CIS, Grosso and
NSC. Together these  individuals and entities are known the parties  ("Parties")
to this Agreement,  and the effective date of this Agreement is the date of this
letter.

     National  Scientific  Corporation  agrees  to use  commercially  reasonable
efforts  to:  1) spend  at  least  four  months  from  the  date of this  letter
attempting to convert  (where all Parties deem it practical)  PCG,  Nextel,  and
other Verify  Systems School Bus leads into pilot programs for NSC and Verify to
work on in the  future;  and 2) further  develop NSC IBUS  hardware  platform to
better fit customer requirements; and 3) develop IBUS to PCG software interface,
if PCG is ready to use it for Medicaid reimbursement and related markets; and 4)
develop IBUS to Nextel software  interface,  if Nextel is ready to use it in any
areas,  for general  school and related  markets;  and 5) fund the NSC qualified
execution  pilots  that may come up during  the four  month  period  with  "blue
boxes," and other materials and staff;  and 6) pay a $6,000 one-time  consulting
fee to Anthony Grosso.


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     Additionally,  NSC  agrees to pay Grosso a finder's  fee  ("Finder's  Fee")
equal to 10% of any net  revenues  related  to school  bus or  student  tracking
Verify  System  software  sales derived  directly  during the first year of this
Agreement.  . The  Finder's  Fee is limited to  application  software  sales (or
application software licensing revenues) NSC receives from its direct use of its
license for Verify Systems  application  software (see below). This fee does not
apply to other hardware or software  products NSC may develop  related to school
bus or child tracking,  only to Verify Systems application software as it exists
today.  The Finder's Fee will be payable within 30 days of the receipt by NSC of
the customer funds.

     Mr. Grosso's and the associated  Verify Systems  Corporation,  assets,  and
subsidiaries part of the plan includes the following:  Grosso will: 1) keep full
legal control of Verify Systems legal entity or entities,  including all assets,
title to the Intellectual Property, title to the Software, methods and practices
and  customer  records,  which  are  currently  held free and clear in an entity
called CIS Services,  LLC,  other than for any  modifications  to Verify Systems
application software that may be made in the future by NSC, which NSC would own;
and 2) keep Verify  Systems  entity in  physical  existence  in the  marketplace
including  maintaining the website, name and image, timely returning phone calls
and emails from  customers  and  partners for at least 6 months from the date of
this letter;  and 3) give NSC full and unrestricted legal access and support for
all  existing  Verify  Systems  accounts and leads to pursue in any way NSC sees
fit,  including  PCG and Nextel and any other  accounts  NSC or Mr.  Grosso deem
worthy of pursuing at the time; and 4) execute a three year  exclusive  supplier
agreement between NSC and Verify Systems  ("Exclusive  Supplier  Agreement") and
any successor  firms (where Verify Systems key people and assets are involved in
the same  school  market  space) to purchase  all its bus and  related  tracking
hardware  systems from NSC; and 5) grant to NSC an  unlimited  perpetual  source
code level  license  including  unlimited  distribution  rights to all  existing
Verify Systems software,  brands, logos, and marketing materials; which shall be
exclusive rights in any accounts NSC invests in direct sales call activity with,
where NSC's only payment obligation for this application  software shall bee the
Finder's  Fee;  and 6) NSC has the right at any time during the next three years
to purchase  full and  exclusive  title to the Verify  application  software for
$50,000;  and 7) full and unlimited access to former Verify Systems personnel to
help  implement it as needed for  customers  and pilots and projects (NSC to pay
these people directly as needed,  including Dan Raboin and Anthony Grosso);  and
8) deliver  electronics  copies of all such  materials in a useable form to NSC;
and 9) direct all  relevant new bus system  leads to NSC,  whereby  Grosso would
earn a Finders Fee for Verify Systems application software sales (see above).

The following  other elements are important to this  Agreement,  and accepted by
all parties to the Agreement:

     1.   The parties agree to keep all confidential information as confidential
          for two  years  from  the date of this  letter,  and  will  execute  a
          standard  NSC  NDA   agreement  to  fully   commemorate   this  matter
          ("Confidentiality Agreement").
     2.   The term of this Agreement is three years from the date of this letter
     3.   This  Agreement is governed by the laws of and the courts in the State
          of Arizona.

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If you find the foregoing  represents our understanding,  kindly sign and return
this to us, whereupon this letter along with all its counterparts  will become a
binding agreement between us.

Very Truly Yours,

/s/  Michael Grollman

Michael Grollman



NSC Accepted by:                 Anthony Grosso for himself and CIS Services LLC

/s/ Michael Grollman             /s/ Anthony Grosso
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Title:                           Title:

CEO                              CEO
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DATE: 5/11/2004                  DATE: 5/14/04
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