EXHIBIT 4.1


                                                     Form of Warrant to Purchase
W-_____                                                   Shares of Common Stock

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND NEITHER  THIS WARRANT NOR SUCH SHARES MAY BE SOLD,  ENCUMBERED  OR OTHERWISE
TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT OR AN EXEMPTION  FROM SUCH  REGISTRATION  REQUIREMENT,  AND, IF AN EXEMPTION
SHALL BE  APPLICABLE,  THE  HOLDER  SHALL HAVE  DELIVERED  AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON THE LAST DAY OF THE EXERCISE  PERIOD,
AS DEFINED IN THE WARRANT

                          COMMON STOCK PURCHASE WARRANT
                                       OF
                         NATIONAL SCIENTIFIC CORPORATION

     This is to certify that,  FOR VALUE  RECEIVED,  ______,  with an address at
_______________ (and or its assign(s) and/or transferee(s)) (hereinafter, each a
"Holder" and  collectively the "Holders"),  is entitled to purchase,  subject to
the provisions of this Warrant,  from National Scientific  Corporation,  a Texas
corporation  (the  "Company"),  at an initial  exercise  price equal to $.11 per
share,  _____________  (______) fully paid and  non-assessable  shares of Common
Stock,  par value $.01 per share  ("Common  Stock").  The shares of Common Stock
deliverable upon such exercise, and as adjusted from time-to-time as provided in
this Warrant, are hereinafter  sometimes referred to as "Warrant Stock," and the
exercise  price for the  purchase  of a share of Common  Stock  pursuant to this
Warrant in effect at any time and as adjusted from  time-to-time  is hereinafter
sometimes  referred to as the  "Exercise  Price." The aggregate  purchase  price
payable  for the  Warrant  Stock  purchasable  hereunder  is  referred to as the
"Aggregate  Purchase  Price."  The  Aggregate  Purchase  Price is not subject to
adjustment.  In the event of an adjustment to the Exercise Price, as provided in
Section  6 herein,  the  number of shares  of  Warrant  Stock  deliverable  upon
exercise of this Warrant  shall be adjusted by dividing the  Aggregate  Purchase
Price by the Exercise Price in effect immediately after such adjustment.

     This  warrant and  additional  warrants of like tenor,  including  warrants
issued in exchange and/or substitution  thereof  (collectively,  the "Warrants")
were originally  issued in connection with a private  placement of securities of
the Company,  through  Casimir  Capital  L.P.,  as Placement  Agent  ("Placement
Agent"),  pursuant  to the terms of a  Confidential  Term Sheet  dated March 15,
2004, as may be amended from time-to-time,  and as set forth in the Subscription
Agreements between the subscribers and the Company ("Subscription Agreements").

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     1.   DEFINITIONS. The following terms have the meanings set forth below:

          "Current  Market Value" of a share of Warrant Stock as of a particular
date (the "Determination Date") shall mean:

          a.   If the Common Stock is listed on a national  securities  exchange
     or admitted to unlisted  trading  privileges on such exchange or listed for
     trading on the NASDAQ  National  Market,  the current market value shall be
     the last reported sale price of the Common Stock on such exchange or market
     on the last  business  day prior to the date of exercise of this Warrant or
     if no such  sale is made on such day,  the  average  closing  bid and asked
     prices for such day on such exchange or market; or

          b.   If the  Common  Stock is not so listed or  admitted  to  unlisted
     trading  privileges,  but is  traded on the  NASDAQ  SmallCap  Market,  the
     current  market  value  shall be the  average of the  closing bid and asked
     prices  for  such  day on such  market  and if the  Common  Stock is not so
     traded,  the current  market  value shall be the mean of the last  reported
     bid-and asked prices reported by the National Quotation Bureau, Inc. on the
     last business day prior to the date of the exercise of this Warrant; or

          c.   If the  Common  Stock is not so listed or  admitted  to  unlisted
     trading  privileges  and bid and  asked  prices  are not so  reported,  the
     current  market value shall be an amount,  not less than book value thereof
     as at the end of the most recent fiscal year of the Company ending prior to
     the date of the  exercise of the  Warrant,  determined  in such  reasonable
     manner as may be prescribed by the Board of Directors of the Company.

          "Convertible Securities" shall mean evidences of indebtedness,  shares
of stock or other securities,  including but not limited to options, warrants or
purchase, subscription or other rights, which are convertible into, exchangeable
or exercisable  for, or represent the right to receive,  with or without payment
of  additional  consideration  in cash or  property,  shares of Common Stock (or
other Convertible  Securities),  either  immediately or upon the occurrence of a
specified date or a specified event.

          "Exercise  Period" shall mean the period commencing on the date hereof
and ending at 5 p.m., eastern time on the day preceding the fifth anniversary of
the date hereof.

          "Permitted  Issuances"  shall mean (i) Common Stock issuable or issued
to employees,  consultants or directors of the Company  pursuant to a stock plan
or other  compensation  arrangement  approved by the Board of  Directors  of the
Company,  but in no event, more than Eight Million shares in the aggregate,  and
(ii) Common  Stock  issued or issuable  upon  conversion  of the Warrants or any
other securities  exercisable or exchangeable for, or convertible into shares of
Common Stock outstanding as of March 15, 2004.

     2.   EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part
at any time or from time to time  commencing  on the date hereof and until April
8, 2009 (the "Exercise Period"), provided, however, that if either such day is a
day on which banking institutions in the State of New York are authorized by law
to close,  then on the next  succeeding  day which shall not be such a day. This
Warrant may be exercised by presentation  and surrender hereof to the Company at
its principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of the

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Exercise Price for the number of shares of Warrant Stock specified in such form.
As soon as practicable  after each such exercise of this Warrant,  but not later
than seven days from the date of such  exercise,  the  Company  shall  issue and
deliver to the Holder a certificate  or  certificates  for the shares of Warrant
Stock issuable upon such  exercise,  registered in the name of the Holder or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the rights of the Holder thereof to purchase the balance of
the shares of Warrant Stock purchasable thereunder.  Upon receipt by the Company
of this Warrant at its office,  or by the stock transfer agent of the Company at
its office,  in proper form for  exercise,  the Holder shall be deemed to be the
holder of record of the  shares of Common  Stock  issuable  upon such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
then be physically delivered to the Holder.

     3.   RESERVATION  OF  SHARES/FRACTIONAL  SHARES.  The Company hereby agrees
that at all times there shall be reserved  for  issuance  and/or  delivery  upon
exercise  of this  Warrant  such  number of  shares of Common  Stock as shall be
required for issuance and delivery upon exercise of this Warrant. If the Company
hereafter lists its Common Stock on any national securities exchange, the Nasdaq
National Market or the Nasdaq SmallCap Market,  it shall use its best efforts to
keep the Warrant  Stock  authorized  for listing on such exchange upon notice of
issuance. No fractional shares or script representing fractional shares shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share,  called for upon exercise hereof,  the Company shall pay to the Holder an
amount in cash equal to such fraction  multiplied by the Current Market Value of
a share of Warrant Stock.

     4.   EXCHANGE,  TRANSFER,  ASSIGNMENT OR LOSS OF WARRANT. This Warrant (and
all rights  hereunder) is exchangeable,  without  expense,  at the option of the
Holder,  upon  presentation and surrender hereof to the Company or at the office
of  its  stock  transfer   agent,  if  any,  for  other  Warrants  of  different
denominations  entitling the holder or any assignee and/or transferee thereof to
purchase in the aggregate the same number of shares of Common Stock  purchasable
hereunder. Upon surrender of this Warrant to the Company or at the office of its
stock  transfer  agent,  if any, with the  Assignment  Form annexed  hereto duly
executed  and funds  sufficient  to pay any  transfer  tax,  the Company  shall,
without  charge,  execute and deliver a new Warrant in the name of the  assignee
and/or  transferee named in such instrument of assignment and this Warrant shall
promptly  be  canceled.  This  Warrant  may be  divided or  combined  with other
Warrants which carry the same rights upon  presentation  hereof at the office of
the Company or at the office of its stock transfer agent, if any,  together with
a written notice  specifying the names and  denominations  in which new Warrants
are to be issued and signed by the Holder  hereof.  The term  "Warrant"  as used
herein  includes  any  Warrants  into  which  this  Warrant  may be  divided  or
exchanged.  Upon  receipt by the Company of evidence  satisfactory  to it of the
loss,  theft,  destruction  or mutilation  of this Warrant,  and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender  and  cancellation  of this Warrant,  if  mutilated,  the Company will
execute and deliver a new Warrant of like tenor.  Any such new Warrant  executed
and delivered shall constitute an additional  contractual obligation on the part
of the  Company,  whether or not this  Warrant so lost,  stolen,  destroyed,  or
mutilated shall be at any time enforceable by anyone.

     5.   RIGHTS OF THE HOLDER. The Holder shall not, by virtue of this Warrant,
be  entitled to any rights of a  stockholder  in the  Company,  either at law or

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equity,  and the  rights of the Holder are  limited  to those  expressed  in the
Warrant and are not  enforceable  against  the Company  except to the extent set
forth herein.  In addition,  no provision  hereof, in the absence of affirmative
action by Holder to purchase shares of Common Stock,  and no enumeration  herein
of the rights or privileges of Holder  hereof,  shall give rise to any liability
of such Holder for the purchase price of any Common Stock or as a stockholder of
Company,  whether  such  liability  is  asserted by Company or by  creditors  of
Company.

     6.   ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and
the number and kind of  securities  purchasable  upon  exercise of each  Warrant
shall be subject to adjustment as follows and the Company shall give each Holder
notice of any event  described  below which  requires an adjustment  pursuant to
this Section 6 at the time of such event:

          (a)  STOCK DIVIDENDS,  SUBDIVISIONS AND COMBINATIONS.  If, at any time
     or from time to time after the date of this Warrant,  the Company shall (i)
     pay a dividend or make a distribution to any holder of its capital stock in
     shares of Common Stock,  (ii)  subdivide its  outstanding  shares of Common
     Stock into a greater number of shares, (iii) combine its outstanding shares
     of  Common  Stock  into a  smaller  number  of  shares  or  (iv)  issue  by
     reclassification  of its Common  Stock any  shares of capital  stock of the
     Company,  the  Exercise  Price shall be adjusted to be equal to a fraction,
     the  numerator  of which  shall be the  Aggregate  Purchase  Price  and the
     denominator of which shall be the number of shares of Common Stock or other
     capital  stock of the Company that the Holder would have owned  immediately
     following  such action had such Warrant been  exercised  immediately  prior
     thereto.  An adjustment  made pursuant to this  Subsection (a) shall become
     effective  immediately  after the record  date in the case of a dividend or
     distribution,  and shall become effective  immediately  after the effective
     date in the case of a  subdivision,  combination or  reclassification,  and
     shall  result  in a  corresponding  adjustment  to the  number of shares of
     Warrant Stock issuable upon exercise of this Warrant.

          (b)  CERTAIN OTHER  DISTRIBUTIONS AND ADJUSTMENTS.  If, at any time or
     from time to time after the date of this  Warrant,  the Company shall issue
     or  distribute  to any  holder of shares of Common  Stock  evidence  of its
     indebtedness,  any other securities of the Company or any cash, property or
     other assets (excluding a subdivision, combination or reclassification,  or
     dividend or distribution payable in shares of Common Stock,  referred to in
     Subsection  (a), and also excluding  cash  dividends or cash  distributions
     paid out of net  profits  legally  available  therefor  in the full  amount
     thereof  (any  such  non-excluded  event  being  herein  called a  "Special
     Dividend")),  the  Exercise  Price  shall be adjusted  by  multiplying  the
     Exercise  Price then in effect by a fraction,  the numerator of which shall
     be the then  Current  Market  Value in  effect on the  record  date of such
     issuance or  distribution  less the fair  market  value (as  determined  in
     accordance  with  paragraph  B. of this  Section 6 (g)) of the  evidence of
     indebtedness,  cash,  securities  or property,  or other  assets  issued or
     distributed  in such  Special  Dividend  applicable  to one share of Common
     Stock and the  denominator  of which shall be the then Current Market Value
     in  effect  on the  record  date  of  such  issuance  or  distribution.  An
     adjustment  made  pursuant to this  Subsection  (b) shall become  effective
     immediately  after the record date of any such  Special  Dividend and shall
     result in a  corresponding  adjustment  to the  number of shares of Warrant
     Stock issuable upon exercise of this Warrant.

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          (c)  ISSUANCE OF  ADDITIONAL  SHARES OF COMMON  STOCK AND  CONVERTIBLE
     SECURITIES.

               (i)  If at any time the Company shall issue or sell any shares of
          Common  Stock  or  Convertible  Securities  (whether  directly  or  by
          assumption in a merger in which Company is the surviving corporation),
          in exchange for consideration in an amount per share of Common Stock (
          determined  by  dividing  (i) the total  amount,  if any,  received or
          receivable by the Company in  consideration of the issuance or sale of
          such securities plus the total  consideration,  if any, payable to the
          Company  upon  exercise,   conversion  or  exchange   thereof  ("Total
          Consideration")  by (ii) the  number  of  additional  shares of Common
          Stock  issued,  sold or  issuable  upon the  exercise,  conversion  or
          exchange  of such  securities)  that is less than the  Exercise  Price
          (excluding Permitted Issuances),  then (A) the Exercise Price shall be
          adjusted so that it shall equal the price  determined  by  multiplying
          such Exercise Price by a fraction, the numerator of which shall be the
          number of shares of Common Stock  outstanding  on the date of issuance
          or sale  (calculated  on a fully  diluted  basis as if all  securities
          exercisable, convertible or exchangeable for Common Stock have been so
          exercised, converted or exchanged) plus the number of shares of Common
          Stock which the aggregate offering price would purchase based upon the
          Exercise  Price and the  denominator  of which  shall be the number of
          shares of Common  Stock  outstanding  on the date of  issuance or sale
          (calculated on a fully diluted basis as if all securities exercisable,
          convertible or  exchangeable  for Common Stock have been so exercised,
          converted or exchanged)  plus the maximum number of additional  shares
          of Common  Stock  issued,  sold or  issuable in  connection  with such
          offering or transaction,  and (B) the number of shares of Common Stock
          for which this Warrant is  exercisable  shall be adjusted to equal the
          product   obtained  by  multiplying   the  Exercise  Price  in  effect
          immediately  prior to such  issue or sale by the  number  of shares of
          Common Stock for which this Warrant is exercisable  immediately  prior
          to such issue or sale and dividing the product thereof by the Exercise
          Price resulting from the adjustment made pursuant to clause (A) above.

               (ii) The  provisions  of paragraph (i) of this Section 6(c) shall
          not apply to any  issuance  of  shares  of  Common  Stock for which an
          adjustment  is provided  under  Section 6(a) or 6(b). No adjustment of
          the number of shares of Common Stock for which this  Warrant  shall be
          exercisable  shall be made under  paragraph  (i) of this  Section 6(c)
          upon the  issuance  of any  shares of Common  Stock  which are  issued
          pursuant to the  exercise of any  warrants  or other  subscription  or
          purchase  rights or pursuant  to the  exercise  of any  conversion  or
          exchange rights in any Convertible Securities,  if any such adjustment
          shall  previously have been made upon the issuance of such warrants or
          other rights or upon the issuance of such Convertible Securities.

          (d)  No adjustment in the Exercise Price shall be required unless such
     adjustment  would  require an  increase  or  decrease  of at least one cent
     ($0.01) in such price;  provided,  however,  that any adjustments  which by
     reason of this  Section  6(d) are not  required to be made shall be carried
     forward  and taken into  account in any  subsequent  adjustment;  provided,
     further,  however that adjustments shall be required and made in accordance
     with the  provisions  of this  Section 6 not later than such time as may be
     required in order to preserve the tax-free  nature of a distribution to the
     Holder of this Warrant or Common Stock  issuable upon the exercise  hereof.

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     All calculations  under this Section 6(d) shall be made to the nearest cent
     or to the nearest one-hundredth of a share, as the case may be.

          (e)  The Company may retain a firm of independent  public  accountants
     of  recognized  standing  selected  by the  Board  (who may be the  regular
     accountants  employed by the Company) to make any  computation  required by
     this Section 6.

          (f)  In the event that at any time, as a result of an adjustment  made
     pursuant to Section  6(a),  (b) or (c) of this  Warrant,  the Holder of any
     Warrant  thereafter  shall  become  entitled  to receive  any shares of the
     Company,  other  than  Common  Stock,  thereafter  the number of such other
     shares so  receivable  upon  exercise  of any  Warrant  shall be subject to
     adjustment from time to time in a manner and on terms as nearly  equivalent
     as practicable to the provisions with respect to the Common Stock contained
     in Sections 6(a) through (h), inclusive, of this Warrant.

          (g)  For purposes of any computation respecting consideration received
     pursuant to this Section 6, the following shall apply:

               A.   in the case of the  issuance  of shares of Common  Stock for
          cash,  the  consideration  shall be the amount of such cash,  provided
          that in no case  shall  any  deduction  be made  for any  commissions,
          discounts  or  other   expenses   incurred  by  the  Company  for  any
          underwriting of the issue or otherwise in connection therewith;

               B.   in the case of the  issuance of shares of Common Stock for a
          consideration  in whole or in part other than cash, the  consideration
          other than cash shall be deemed to be the fair market value thereof as
          determined  in good  faith by the Board of  Directors  of the  Company
          (irrespective   of   the   accounting   treatment   thereof),    whose
          determination shall be conclusive; and

               C.   in the  case  of the  issuance  of  securities  convertible,
          exchangeable or exercisable for shares of Common Stock,  the aggregate
          consideration   received   therefor   shall  be   deemed   to  be  the
          consideration  received  by the  Company  for  the  issuance  of  such
          securities plus the additional  minimum  consideration,  if any, to be
          received by the Company upon the  conversion or exchange  thereof (the
          consideration  in each  case to be  determined  in the same  manner as
          provided in clauses (A) and (B) of this Subsection).

          (h)  Notwithstanding  the foregoing,  no adjustment  shall be effected
     due to, or as a result of, any Permitted Issuances.

     7.   REGISTRATION  RIGHTS.  The  Warrant  Stock  shall be  entitled  to the
registration rights described in Article V of the Subscription Agreements.

     8.   OFFICER'S  CERTIFICATE.   Whenever  the  Exercise  Price(s)  shall  be
adjusted as required by the provisions of Section 6 of this Warrant, the Company
shall  forthwith file in the custody of its Secretary or an Assistant  Secretary
at its principal  office and with its stock transfer agent, if any, an officer's
certificate  showing the adjusted  Exercise  Price(s) and the adjusted number of
shares of Common Stock  issuable upon  exercise of each  Warrant,  determined as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of additional  shares of Common

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Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such  adjustment.  Each such  officer's  certificate
shall be forwarded by certified mail to Holder as provided in Section 13

     9.   NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (1) if the Company shall pay any dividend or make any distribution
upon Common  Stock,  or (2) if the Company  shall offer to the holders of Common
Stock for  subscription  or purchase by them any share of any class or any other
rights, or (3) if any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the Company with or
into another entity,  tender offer  transaction for the Company's  Common Stock,
sale, lease or transfer of all or  substantially  all of the property and assets
of the Company, or voluntary or involuntary dissolution,  liquidation or winding
up of the  Company  shall  be  effected,  or (4) if  the  Company  shall  file a
registration statement under the Securities Act of 1933, as amended (the "Act"),
on any form other  than on Form S-4 or S-8 or any  successor  form,  then in any
such case, the Company shall cause to be mailed by certified mail to the Holder,
at least  fifteen days prior to the date  specified in clauses (1),  (2), (3) or
(4),  as the  case  may be,  of  this  Section  9 a  notice  containing  a brief
description of the proposed action and stating the date on which (i) a record is
to be taken for the purpose of such dividend,  distribution  or rights,  or (ii)
such  reclassification,  reorganization,  consolidation,  merger,  tender  offer
transaction,  conveyance,  lease,  dissolution,  liquidation or winding up is to
take  place and the  date,  if any is to be fixed,  as of which the  holders  of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation or winding up, or (iii) such registration
statement is to be filed with the Securities and Exchange Commission.

     10.  RECLASSIFICATION,   REORGANIZATION   OR   MERGER.   In   case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which merger the Company is the continuing or surviving corporation and which
does not result in any reclassification,  capital reorganization or other change
of  outstanding  shares of Common Stock of the class  issuable  upon exercise of
this  Warrant)  or  in  case  of  any  sale,  lease  or  conveyance  of  all  or
substantially all of the assets of the Company,  or in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in  connection  with a merger  of a third  corporation  into the  Company),  the
Company shall,  as a condition  precedent to such  transaction,  cause effective
provisions to be made so that (i) the Holder shall have the right  thereafter by
exercising this Warrant,  to purchase the kind and amount of shares of stock and
other  securities and property  receivable upon such  reclassification,  capital
reorganization  and other change,  consolidation,  merger,  sale,  conveyance or
statutory  exchange  by a holder of the number of shares of Common  Stock  which
could have been  purchased  upon exercise of this Warrant  immediately  prior to
such  reclassification,  change,  consolidation,  merger, sale,  conveyance,  or
statutory  exchange and (ii) the successor or acquiring  entity shall  expressly
assume  the  due and  punctual  observance  and  performance  of each  covenant,
agreement, obligation and condition of this Warrant to be performed and observed
by Company and all  obligations  and  liabilities  hereunder  (including but not
limited to the  provisions  of Section 6 regarding the increase in the number of
shares of Warrant Stock  potentially  issuable  hereunder).  Any such  provision
shall include  provision for adjustments  which shall be as nearly equivalent as
possible  to  the  adjustments  provided  for in  this  Warrant.  The  foregoing

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provisions   of  this   Section   10  shall   similarly   apply  to   successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive  consolidations,  mergers, sales or conveyances.  In the event
that in connection  with any such capital  reorganization  or  reclassification,
consolidation, merger, sale, conveyance or statutory exchange, additional shares
of Common  Stock  shall be  issued  in  exchange,  conversion,  substitution  or
payment,  in whole in part,  for a security  of the  Company  other than  Common
Stock, any such issue shall be treated as an issuance of Common Stock covered by
the  provisions of Section 6 of this Warrant.  Notice of any such event shall be
mailed by certified mail to the Holders of the Warrants no less than thirty (30)
days prior to such event.  A sale of all or  substantially  all of the Company's
assets for a consideration  consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.

     11.  TRANSFER TO COMPLY WITH THE  SECURITIES  ACT OF 1933.  This Warrant or
the Warrant Stock or any other security issued or issuable upon exercise of this
Warrant may not be sold or otherwise disposed of except as follows:

          (i)  to a person who, in the  opinion of counsel for the  Company,  or
     counsel for the Holder who is reasonably  acceptable  to the Company,  is a
     person to whom this  Warrant or Warrant  Stock may  legally be  transferred
     without registration and without the delivery of a current prospectus under
     the Act with respect  thereto and then only against receipt of an agreement
     of such  person to  comply  with the  provisions  of this  Section  11 with
     respect  to any  resale  or  other  disposition  of such  securities  which
     agreement  shall be  satisfactory  in form and substance to the Company and
     its counsel; or

          (ii) to any person upon  delivery  of a  prospectus  then  meeting the
     requirements  of the Act  relating  to  such  securities  and the  offering
     thereof for such sale or disposition.

     12.  GOVERNING LAW; JURISDICTION.  The corporate laws of the State of Texas
shall govern all issues  concerning  the relative  rights of the Company and its
stockholders. All issues concerning the construction,  validity, enforcement and
interpretation  of this Warrant shall be governed by and construed in accordance
with the  internal  laws of the State of New York without  giving  effect to the
principles of conflicts of law thereof.  The parties  hereto agree that venue in
any and all  actions  and  proceedings  related  to the  subject  matter of this
Warrant shall be in the state and federal  courts in and for New York, New York,
which courts shall have exclusive jurisdiction for such purpose, and the parties
hereto  irrevocably  submit to the  exclusive  jurisdiction  of such  courts and
irrevocably waive the defense of an inconvenient forum to the maintenance of any
such  action  or  proceeding.  Service  of  process  may be made  in any  manner
recognized  by such  courts.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver,  discharge or termination
is sought.

     13.  NOTICES.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  VIA  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  VIA  facsimile at the  facsimile
telephone number specified in this Agreement later than 6:30 p.m. (New York City

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<PAGE>

time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the  Business Day  following  the date of mailing,  if sent by  nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required  to be given.  The address for such  notices and
communications shall be as follows:

          If to the Company:  National Scientific Corporation
                              Scottsdale Technology Center
                              14455 North Hayden Road, Suite 202
                              Scottsdale, AZ  85260-6497

          If to the Holder:   To the Address Set Forth on the cover page hereof.

     14.  MODIFICATION   OF  WARRANT.   This  Warrant  shall  not  be  modified,
supplemented or altered in any respect,  nor any provision  waived,  except with
the consent in writing of the Holders  representing  not less than fifty percent
(50%) of the Warrants then outstanding.

     15.  SOLICITATION  FEE.  The  Company  has agreed to pay a fee of 2% of the
Exercise Price to the Placement  Agent upon exercise of the Warrant on or before
April 8, 2005.

     16.  PAYMENT OF TAXES.  The Company  will pay all  documentary  stamp taxes
attributable  to the issuance of shares of Common Stock  underlying this Warrant
upon exercise of this Warrant; provided,  however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the  registration of any  certificate  for shares of Common Stock  underlying
this Warrant in a name other that of the Holder.  The Holder is responsible  for
all other tax  liability  that may arise as a result of holding or  transferring
this Warrant or receiving  shares of Common Stock  underlying  this Warrant upon
exercise hereof.

     IN WITNESS  WHEREOF,  this  Warrant  has been duly  executed as of April 8,
2004.

                                        NATIONAL SCIENTIFIC CORPORATION



                                        By:
                                            ----------------------------------
                                            Michael A. Grollman
                                            Chairman and Chief Executive Officer


ATTEST:



-------------------------------------
Secretary


[CORPORATE SEAL]


                                       9
<PAGE>

                                  SUBSCRIPTION


     The undersigned,  ____________________________,  pursuant to the provisions
of  the  foregoing  Warrant,   hereby  agrees  to  subscribe  for  and  purchase
___________________  shares of the Common Stock,  par value $_____ per share, of
______________________  covered by said Warrant,  and makes payment  therefor in
full at the price per share provided by said Warrant.



Dated: ________________________          Signature:  ___________________________




                                       10
<PAGE>

                                   ASSIGNMENT


     FOR VALUE RECEIVED  ___________________ hereby sells, assigns and transfers
unto  ________________________  the foregoing  Warrant and all rights  evidenced
thereby,  and  does  irrevocably  constitute  and  appoint  ___________________,
attorney, to transfer said Warrant on the books of _________________________.



Dated: ________________________          Signature:  ___________________________

                                         Address:    ___________________________




                               PARTIAL ASSIGNMENT


     FOR VALUE RECEIVED  ___________________ hereby sells, assigns and transfers
unto  ________________________  the  right to  purchase  ____________  shares of
Common Stock, par value $_____ per share of _________________________ covered by
the foregoing  Warrant,  and a proportionate part of said Warrant and the rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
___________________,  attorney,  to  transfer  such part of said  Warrant on the
books of _________________________.



Dated: ________________________          Signature:  ___________________________

                                         Address:    ___________________________




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