EXHIBIT 10.7


                      DISTRIBUTION AND MARKETING AGREEMENT


THIS AGREEMENT made this 16th day of December, 2002.


BETWEEN:


                             FUTURECOM GLOBAL, INC.,
           a Nevada corporation having an office at 15690 N. 83rd Way,
                          Suite B, Scottsdale, AZ 85260
                       (hereinafter referred to as "FCG")

                                                OF THE FIRST PART

AND:

                         NATIONAL SCIENTIFIC CORPORATION
          a Texas corporation having offices at 1455 North Hayden Road
                      Suite 202, Scottsdale, AZ 85260-6947
                       (hereinafter referred to as "NSC")


                                                OF THE SECOND PART


     WHEREAS NSC is a developer of tracking and location equipment,  and related
products,  based  upon  locator  technology  that is a merger of cell  phone and
global positioning systems technology; and

     WHEREAS FCG is, among others,  engaged in the distribution and marketing of
communication equipment and other technology-based products; and

     WHEREAS FCG is desirous of entering  into a formal  agreement  with NSC for
the distribution and marketing of NSC tracking and location equipment in certain
international and regional markets; and

     WHEREAS NSC is agreeable to appointing FCG as its Distributor and Marketing
Agent in accordance with the terms and conditions herein; and

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     WHEREAS  the Parties of the First and Second Part hereto wish to enter into
this  Agreement to set forth the terms and  conditions of the  distribution  and
marketing appointment.


NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:


1.   DISTRIBUTION AND MARKETING RIGHTS

     (i)  NSC  hereby  grants to FCG for One (1) year from the date  hereof  the
          renewable  rights  to sell  within  the  Territory  the  products  and
          equipment  manufactured  by NCS  described  in Schedule  "A"  attached
          hereto and forming a part hereof (hereinafter collectively referred to
          as the "Products"),  which Schedule shall stipulate whether or not the
          distribution rights granted hereunder are on an exclusive basis.

     (ii) FCG may describe  itself as an authorized  distributor of the Products
          but shall not characterize  itself or enter into any transaction as an
          agent of, except as permitted herein, or in the name of, NSC.


2.   THE TERRITORY

     (i)  FCG is hereby  appointed as the distributor for the territory  (herein
          referred to as the  "Territory")  described in Schedule "B",  which is
          attached hereto and forms a part hereof.

     (ii) In the event the Products and/or Territory are expanded,  reduced,  or
          revised in any  manner,  Schedule  "B" shall be  modified  accordingly
          without the requirement for a new Distribution and Marketing Agreement
          unless the Parties hereto determine otherwise.


3.   LABELING RIGHTS

     FCG or its customers  shall not be entitled to market any Products  covered
     herein under any private  label brand name utilized by FCG or its customers
     from time to time without prior written consent from NSC.  However,  FCG is
     authorized to add labeling with "Distributed by FCG" type identification.


4.   TERMS AND PRICES FOR THE PRODUCTS

     (i)  NSC shall  supply FCG with the Products on the terms and at the prices
          set forth in Schedule  "C" which is  attached  hereto and forms a part
          hereof.  For greater  certainty,  the prices set forth in Schedule "B"
          are current prices quoted as of the date of the Agreement,  and may be
          revised by NSC from time to time with 45-day advance written notice of

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          change provided to FCG. Any and all written,  issued, and acknowledged
          Purchase  Orders for  Products  from  customers of FCG received by FCG
          prior to, or before the end of, the 45-day change  notification period
          will be honored at the existing price(s) before the intended change.

     (ii) FCG shall be entitled to re-sell the Products at whatever  price(s) it
          deems fit into any sales channels available.


5.   TRAINING AND PRODUCT SUPPORT

     (i)  At the request of FCG from time to time,  NSC shall  provide,  without
          charge,  adequate training of FCG's employees or agents, in the proper
          use of the Products.

     (ii) NSC  shall  furnish  and  provide  to FCG  during  the  term  of  this
          Agreement,   without  charge,   periodic   follow-up   assistance  and
          instruction that FCG deems necessary or appropriate.

    (iii) The Parties  hereto  agree that the  Products may be marketed at trade
          shows to be agreed  upon.  Actual  trade show costs shall be shared by
          the Parties hereto, according to a formula to be determined at a later
          date, but prior to each  applicable  show. Any and all customer and/or
          sales prospects  generated at, or as a result of  participation  in, a
          trade show,  will be immediately  turned over to FCG for all follow-up
          effort,  as long as the lead is for application  within the Territory,
          and will not be acted upon by NSC or any NSC third party.

     (iv) For those Products sold under the NSC, or NSC created, name, NSC shall
          provide  and  furnish  to FCG  without  significant  cost,  reasonable
          quantities  of  advertising   and  user   information,   primarily  in
          electronic form, as required to assist FCG in selling the Products. In
          addition,  a  reasonable  quantity  of  marketing  sample  products to
          support  testing or new product  evaluation will be provided to FCG as
          soon as final production products are available to NSC.


6.   DELIVERY

     (i)  NSC shall deliver the Products F.O.B. in Scottsdale,  AZ to FCG, or to
          a place  designated  by FCG, in accordance  with the ongoing  delivery
          schedules to be set forth in specific FCG  Purchase  Orders  issued to
          NSC from time-to-time.

     (ii) FCG shall have the right of pre-delivery inspection of the Products to
          be shipped,  which right shall extend to any duly authorized  agent of
          FCG.

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7.   PRODUCT IMAGE

     Otherthan  in the  matter of  pricing,  neither  Party  shall do, or permit
     anything to be done, to prejudice the market image of the Products.


8.   COMMERCIALLY REASONABLE EFFORTS

     (i)  NSC agrees to utilize  Commercially  Reasonable  efforts to supply FCG
          with the  Products  as  provided in this  contract.  Furthermore,  NSC
          agrees to coordinate its production  and  manufacturing  to facilitate
          the   orderly   manufacture   and   shipping   of  the   Products   as
          hereinafter-set forth in greater detail.

     (ii) FCG shall use its Commercially  Reasonable efforts to promote the sale
          of the Products  within the Territory and to provide  timely  quantity
          forecasts  to  NSC  on a  regular  basis  for  the  duration  of  this
          Agreement.


9.   FCC AND OTHER APPROVALS

     NSC shall be responsible for securing,  on a timely basis,  and for payment
     of any and all costs  pertaining  to,  FCC,  UL,  and all  other  necessary
     regulatory approvals within the Territory.


10.  RESTRAINT OF COMPETITION

     NSC agrees that it will not sell,  or assist any third party in sales,  any
     competing  Products  within  the  Territory  to any of  FCG's  pre-existing
     customers or actively solicited potential customers during the term of this
     agreement.


11.  ORDERS

     In order to ensure the prompt delivery of the Products to customers, and to
     facilitate the orderly  scheduling of production and shipments,  NCS agrees
     to submit to FCG its  production  capabilities  on a quarterly  basis.  FCG
     agrees  to submit to NSC its  orders  for  product  as far as  possible  in
     advance of desired delivery.  NSC will then provide FCG a specific schedule
     of production to meet FCG's  commitment.  FCG agrees to accept all of NSC's
     products  ordered by FCG. NSC will not ship the Products to FCG except upon
     FCG's orders.  All orders are subject to approval and  acceptance by FCG at
     its corporate head office in Scottsdale, Arizona.

     FCG also agrees to provide NSC with  quarterly  estimates  and forecasts of
     FCG's prospective requirements of the Products in order to facilitate NSC's
     production planning, but such estimates are not to be treated by NSC in any
     way as firm purchase orders from FCG.

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12.  WARRANTIES AND DEFECTIVE PRODUCTS

     NSC  warrants  that  the  products  it  provides  to FCG  will  perform  in
     accordance with the published  specifications in the documentation provided
     by  NSC  and  will  achieve  the  functionality  described  therein.  NSC's
     obligation under this warranty will be to promptly bring any  non-complying
     products  into  compliance  with  NSC's  published  specifications,  or  to
     promptly  replace  the  products,  or grant a full refund of the actual net
     price paid for any such defective products,  all of which will be performed
     at no cost or obligation to FCG. This warranty will commence on the date of
     receipt of each product by the end-user and shall  continue for a period of
     one (1) year thereafter. The warranty provided in this provision is in lieu
     of all other warranties, express or implied, including, but not limited to,
     the  warranties of  merchantability  and fitness for a particular  purpose,
     warranties through course of dealing or usage of trade or any other implied
     warranties.

     NSC  also  warrants  and  represents  that it has  the  right  to sell  the
     Products,  and that the Products sold hereunder shall be free of all liens,
     encumbrances and charges of whatsoever  nature or cause.  Furthermore,  the
     Products   will  not   infringe   upon   any   intellectual   property   or
     design/development rights.


13.  CUSTOMER COMPLAINTS

     FCG will  receive,  investigate,  and handle all  complaints  received from
     customers with a view toward protecting the good will of the Parties hereto
     in the sales of the Products.  Recognizing  the importance of customer good
     will,  FCG will  make  every  reasonable  effort to  satisfy  owners of the
     Products  as provided  for  herein,  and in  pursuance  thereof,  establish
     regular contact either by  correspondence  or personal  interview with such
     owners or purchasers. All warranty complaints received by FCG, which cannot
     be readily remedied by FCG when FCG applies commercially reasonable efforts
     to do so,  shall be  promptly  reported to NSC who will then  undertake  to
     remedy such complaints,  and FCG will be relieved of primary responsibility
     in that regard.


14.  NON-AGENCY

     It is  expressly  agreed to by the  Parties  hereto  that the  relationship
     created in this  Agreement  between  FCG and NSC is not that of a principal
     and agent and under no  circumstances  shall this  Agreement be intended to
     constitute a partnership between any of the Parties.


15.  USE OF TRADE NAMES

     NSC agrees that in marketing the Products,  FCG may use NSC's current trade
     names and may add FCG's distribution authorization data to existing Product
     packages and/or labeling.

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16.  ASSIGNMENT OF CONTRACT

     This  Agreement  may be  assigned by one party  without  the prior  written
     consent of the other party to any entity  legally  controlled  by the first
     party.  Any  assignment  to other  entities  shall be  subject to the prior
     written   consent  of  the  second  party,   which  consent  shall  not  be
     unreasonably withheld.


17.  TERMINATION

     (i)   The Parties hereto may terminate  this Agreement by mutual consent at
           any time,  but  with the  provision  that  all  open  orders  will be
           satisfied by the Parties, as required.

     (ii)  Subject to clause 18 herein, either Party may  terminate  any renewal
           hereof prior to the applicable termination date upon three (3) months
           written notice to the other.

     (iii) Each of the Parties  hereto  shall have the right to  terminate  this
           Agreement upon the  occurrence of any of the following  events,  such
           termination to be  effective  immediately  upon the receipt or deemed
           receipt by the other Party of notice to that effect and the expiry of
           any applicable period for remedy of the default:

           (a) if a  Party  is in  default  of  any of the  materials  terms  or
               condition  of this  Agreement  and fails to remedy  such  default
               within 60 days of written notice thereof from the other Party;

           (b) if the  other  Party  becomes  bankrupt  or  insolvent,  makes an
               assignment  for the benefit of its creditors or attempts to avail
               itself of any applicable statute relating to insolvent debtors;

           (c) if the other Party winds-up, dissolves, liquidates or takes steps
               to do so or otherwise ceases to function as a going concern or is
               prevented from reasonably performing its duties hereunder; or

           (d) if a receiver or other custodian (interim or permanent) of any of
               the assets of the other Party is appointed by private  instrument
               or by court order or if any execution or other similar process of
               any court  becomes  enforceable  against  the other  Party or its
               assets or if distress is made against the other Party's assets or
               any part thereof.

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18.  TERM

     (i)  This  Agreement  shall be  effective  for one (1)  year  from the date
          hereof.  FCG  shall  have  the  first  right  of  renewal  for two (2)
          additional one (1) year terms. FCG shall notify NSC of FCG's intention
          to  renew  two  (2)  months  prior  to the  expiration  date  of  this
          agreement, or any renewal thereof, as the case may be.

     (ii) In the event no notice to terminate  has been given by any Party prior
          to the  termination  date of any renewals  referred to in clause 18(i)
          above in  accordance  with this  Agreement,  then in such  event  this
          Agreement or renewal thereof shall  automatically be renewed,  mutates
          mutandi, for a further one (1) year term.


19.  RIGHT OF FIRST REFUSAL

     The  Parties  agree that FCG shall  have the right of first  refusal on the
     distribution  within the  Territory  of any Products  that are  essentially
     upgrades,  major modifications,  or replacements to the Products covered by
     this distribution agreement.  All other new product offerings from NSC will
     be discussed with FCG regarding the possibilities of FCG distribution prior
     to distribution decisions with other parties.


20.  CONFIDENTIAL INFORMATION

     The Parties  hereto ratify and confirm the terms and  conditions of any and
     all agreements  entered into between them pertaining to the maintaining and
     disclosure of confidential information.


21.  SEPARABILITY

     If any  provision  of this  Agreement  is  invalid,  unenforceable,  or not
     enforced,   this  Agreement  shall  be  considered  divisible  as  to  such
     provisions without affecting the validity of the balance of this Agreement.


22.  FORCE MAJURE

     Neither Party hereto shall be liable for failure to perform its  respective
     part of this Agreement if such failure is due to fire, flood,  strikes,  or
     other   industrial   disturbances,    inevitable   accident,   war,   riot,
     insurrections, or other causes beyond the control of the Parties.

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23.  ENTIRE AGREEMENT

     (i)  This Agreement  constitutes the entire  Agreement  between the Parties
          pertaining to the subject  matter  contained in it and  supercedes all
          prior   and   contemporaneous   agreements,    representations,    and
          understandings  of  the  Parties.  No  supplement,   modification,  or
          amendment  of this  Agreement  shall be  binding  unless  executed  in
          writing by all the parties to this Agreement.  No waiver of any of the
          provisions  of this  Agreement  shall be deemed or shall  constitute a
          waiver of any other provisions,  whether or not similar, nor shall any
          waiver  constitute  a  continuing  waiver.  No waiver shall be binding
          unless executed in writing by the party making the waiver.

     (ii) There  are no  representations,  constitutions,  terms  or  collateral
          contracts  affecting  the  transaction  contemplated  in the Agreement
          except as expressly set forth herein.


24.  NOTICES

     All  notices,  requests,  demands,  and  other  communications  under  this
     Agreement  shall be in writing  and shall be deemed to have been duly given
     on the date of service if served  personally on the party to whom notice is
     to be given, or on the second (2nd) day after pickup by a courier  service,
     if  delivered  to the Party to whom notice is to be given,  by such courier
     service.


25.  HEADINGS

     The  capitalized  headings in this  Agreement are only for  convenience  of
     reference  and do not form part of or  affect  the  interpretation  of this
     Agreement.


26.  TIME OF ESSENCE

     Time is of the essence of this Agreement.


27.  GOVERNING LAW AND ARBITRATION

     This  contract  and the  Agreement  of the Parties  shall be  governed  and
     construed according to the laws of the State of Arizona.

     All disputes,  controversies or claims arising out of or in connection with
     this Agreement which cannot be settled by mutual agreement shall be finally
     settled by  arbitration.  Arbitration  shall be held in Scottsdale,  AZ and
     shall  be  conducted  in  accordance  with the  rules of the  International

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     Chamber of Commerce then in force and effect. Arbitration shall be by three
     (3) arbitrators, one chosen by FCG, one chosen by NSC, and the third chosen
     by both parties;  or, if the selection of a third arbitrator cannot be made
     within thirty (30) days after the appointment of the first two arbitrators,
     then such third arbitrator shall be chosen by the International  Chamber of
     Commerce Court of Arbitration.  Demand for arbitration shall be served upon
     the Party to whom the demand is made.  Judgment upon the award rendered may
     be entered in any court having jurisdiction,  or application may be made to
     such court for enforcement as the case may be.


28.  FURTHER ASSURANCES

     The Parties  hereto  covenant and agree each with the other that they shall
     and  will,  from time to time and at all times  hereinafter,  execute  such
     further  assurances  and do all  such  further  acts  as may be  reasonably
     required to give effect to the intent of the Parties hereto.


29.  ENUREMENT

     The Agreement shall enure to the benefit of and be binding upon the Parties
     hereto and their respective successors and assigns.


30.  LIMITATION OF LIABILITY

     Neither  Party will be liable for any  indirect,  incidental,  special,  or
     consequential  damages,  including,  but not  limited  to, loss of profits,
     data,  time, or use incurred by either Party,  or any third party,  even if
     informed of their possibility, except for liability relating to a breach of
     the confidentiality and intellectual property provisions of this Agreement,
     and for  claims of bodily  injury  for  which  the other  Party is  legally
     liable, in no event will cumulative  liability exceed the total amount that
     has been paid  under  this  Agreement  for the  Products  and any  services
     provided.  This  provision  represents  each Party's  entire  liability and
     exclusive remedy.

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IN WITNESS  WHEREOF the Parties  hereto have executed  this  Agreement as of the
date above written.


FUTURECOM GLOBAL, INC.


Per:   /s/ Ronald R. Kelly
       -------------------------------------

Name:  Ronald R. Kelly
       -------------------------------------

Title: CEO and President
       -------------------------------------




NATIONAL SCIENTIFIC CORPORATION


Per:   /s/ Michael A. Grollman
       -------------------------------------

Name:  Michael A. Grollman
       -------------------------------------

Title: CEO and President
       -------------------------------------



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                              SCHEDULE A: PRODUCTS


     1.   NSC Followit Transponders and related accessories
     2.   NSC StarPilot Location Servers and related accessories
     3.   NSC KidCall Children's Security System and related accessories



NOTE: NO PRODUCTS COVERED BY THIS AGREEMENT ARE TO BE DISTRIBUTED BY FCG FOR NSC
ON AN EXCLUSIVE BASIS.

























AS AMENDED AND APPROVED:

DATE:  DEC 16, 2002

FUTURECOM GLOBAL, INC.                     NATIONAL SCIENTIFIC CORPORATION

By: /s/ Ron Kelly                          By: /s/ Michael Grollman
    ---------------------------------          ---------------------------------


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                              SCHEDULE B: TERRITORY


The General Non-Exclusive Territory shall be comprised of customers within North
and South America and Europe for all products other than Followit, which is
initially limited to North America only.

For Accounts listed below as assigned accounts ("Assigned Accounts") NSC will
not compete with FCG, nor will it knowingly support or assist in any third party
potential competition, to FCG.

FCG agrees to assign active representation and appropriate sales representation
and appropriate sales representation to all accounts and to endeavor to sell the
products covered in this Agreement, with face-to-face account contact on at
least, a quarterly basis, and to produce orders from active accounts within 3
quarters of initial contact.

Target markets and major accounts within that geography will include, but are
not limited to, retail and other vertical market applications as defined within
this Schedule B. Customer identification to be defined within this Schedule B as
update from time to time by FCG (and accepted by NSC) as circumstances warrant.











AS AMENDED AND APPROVED:

DATE:  DEC 16, 2002

FUTURECOM GLOBAL, INC.                     NATIONAL SCIENTIFIC CORPORATION

By: /s/ Ron Kelly                          By: /s/ Michael Grollman
    ---------------------------------          ---------------------------------


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                       SCHEDULE C: PRICING & PAYMENT TERMS


The specific unit pricing, any other applicable pricing data, in addition to the
payment terms for Product purchased by FCG under this Distribution Agreement
will be defined, as appropriate, at a later date, within this Schedule C.


























AS AMENDED AND APPROVED:

DATE:  DEC 16, 2002

FUTURECOM GLOBAL, INC.                     NATIONAL SCIENTIFIC CORPORATION

By: /s/ Ron Kelly                          By: /s/ Michael Grollman
    ---------------------------------          ---------------------------------


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